Portland India Select Business Portfolio Trust Portland India Select

Amended and restated September 28, 2011

The fund offered through this offering memorandum (the "Supplement") directly or indirectly invests in securities offered through the offering memoranda of Portland India Select Business Portfolio Inc. and Portland India Select Business Portfolio Ltd. (together, the "Memoranda"), which are attached hereto as Appendix A and Appendix B, respectively, and as such this Supplement must be read in conjunction with the text of such Memoranda. No securities commission or similar regulatory authority in Canada has reviewed this Supplement or has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence.

AMENDED AND RESTATED OFFERING MEMORANDUM

OF

Portland India Select Business Portfolio Trust

To be read together with the offering memoranda of

Portland India Select Business Portfolio Inc.

AND

Portland India Select Business Portfolio Ltd.

(Each an open-ended investment company registered in the Cayman Islands as an exempted company under the laws of the Cayman Islands - Registered Number 243561 and 243146, respectively)

Dated September 28, 2011 Amended and restating

the offering memorandum dated March 22, 2011

Relating only to a continuous offering of redeemable participating units (the “Units”), issuable in series at an initial issue price of $10.00US and thereafter at Net Asset Value

The Units are not registered for sale and there will be no public offering of the Units. This Supplement constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. No prospectus has been filed with any such authority in connection with the securities offered hereunder. This Supplement is confidential and is provided to specific prospective investors for the purpose of assisting them and their professional advisers in evaluating the securities offered hereby and is not to be construed as a prospectus or advertisement or a public offering of these securities. This Supplement has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Trust and may not be reproduced or used for any other purpose.

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THE TRUST

This Fund offered through this offering memorandum (the "Supplement") directly or indirectly invests in securities offered through the offering memoranda (the “Memoranda”) of Portland India Select Business Portfolio Inc. (the “Canadian Feeder”) and Portland India Select Business Portfolio Ltd. (the “Company”). This Supplement sets forth the additional terms and conditions of the offering of redeemable non-voting participating units (the “Units”) of Portland India Select Business Portfolio Trust (the “Trust”).

An unlimited number of Units are being offered hereby. The Units are only being distributed to investors resident in any of the provinces of Canada or the Northwest Territories pursuant to available prospectus exemptions under applicable securities laws.

The Memoranda is an integral part of this Supplement and the documents must be read together. This summary is necessarily incomplete and is qualified in its entirety by reference to the provisions of the Memoranda. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Memoranda. It is the Manager’s intention that unitholders in the Trust are treated, to the greatest extent possible, as if they were direct investors in the Company.

Subscribers are urged to consult with an independent legal adviser and to carefully review the Declaration of Trust (available upon request from the Manager) prior to signing the Subscription Agreement for the Units.

Portland India Select Business Portfolio Trust

Portland India Select Business Portfolio Trust (the “Trust”) is an investment trust established by Portland Investment Counsel Inc. (the “Manager”) under the laws of the Province of Ontario pursuant to a declaration of trust dated March 22, 2011 (the “Declaration of Trust”). The Trust’s registered office is 1375 Kerns Road, Suite 100, Burlington, ON L7P 4V7. The Trust is authorized to issue an unlimited number of units. The Units are being offered to Canadian investors only. The Trust will invest substantially all of its assets in Class O shares of Canadian Feeder, an exempted company incorporated with limited liability in the Cayman Islands on July 26, 2010 under the Companies Law (Revised). Canadian Feeder, in turn, invests substantially all the assets it receives from the Trust in Class O shares of the Company, an exempted company incorporated with limited liability in the Cayman Islands on July 15, 2010 under the Companies Law (Revised).

Investment Strategy and Objective

The investment strategy of the Trust is to invest all, or substantially all, of its net assets in shares of Canadian Feeder. Canadian Feeder's investment objective requires it to direct that the net assets of Canadian Feeder be invested in the Company. The fundamental investment objective of the Company is to earn attractive returns by investing primarily in a select number of Indian businesses.

The Manager Portland Investment Counsel Inc. (the “Manager” or “PIC”)") is a corporation formed under the laws of the Province of Ontario. In addition to managing the day-to-day undertaking of the Trust, it is the responsibility of the Manager to make investment decisions on behalf of the Trust, to assist in the marketing of the Trust, and to act as a distributor of Units not otherwise sold through another registered dealer. The Manager will receive fees for its services, as set out in this Supplement. The Manager is also the Investment Adviser of the Company. Please see Appendix B for more information about the principals of the Manager.

The Administrator SGGG Fund Services Inc., located at 60 Yonge Street, Suite 1200, Toronto, Ontario M5E 1H5, is the administrator of the Trust.

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The Offering

The Units are being distributed only pursuant to available prospectus exemptions in the provinces of Canada and the Northwest Territories to investors (a) who are accredited investors under National Instrument 45-106 – Prospectus and Registration Exemptions, (b) who invest a minimum of $150,000 in the Trust (however this exemption will not be made available in Alberta), or (c) to whom Units may otherwise be sold ((a), (b) and (c) will be referred to as the "minimum investment criteria"). Three series are currently being offered:

• Series A Units are available to all investors making a minimum purchase of Units of $10,000 and who meet the minimum investment criteria.

• Series F Units are available to investors who meet the minimum investment criteria of $10,000, the criteria required by a Unitholder's dealer and the minimum investment criteria.

• Series O Units are available for institutional investors, or other large investors or discretionary managed accounts, who meet the minimum investment criteria.

The net assets of the Trust will be invested in Class O shares of Canadian Feeder, which assets from the Trust are, in turn, invested in Class O shares of the Company. Class O shares of Canadian Feeder and Class O shares of the Company are non-voting shares. There will be no duplication of fees between the Trust, the Canadian Feeder and the Company.

As more fully described in the Memoranda, Canadian Feeder, through its investment in the Company, will invest primarily in Indian businesses and other Indian securities through a Mauritius based company, Portland India Select Business Mauritius Portfolio Ltd. (the “Mauritius Company”).

Subscriptions Each Series of Units may be purchased as of the last Business Day of each month (herein a “Subscription Day”).

Units of the Trust are distributed by authorized registered dealers. An investor may purchase Units by sending the purchase amount to his or her dealer. The price of a Unit of a Fund is the applicable net asset value (NAV) per Unit determined on the Subscription Day after receipt by the Fund. NAV is determined in accordance with the Declaration of Trust. The valuation principals described in the Memorandum will apply. An investor's dealer will forward the order to the Administrator by courier, priority post or telecommunications facility. Certificates will not be issued for Units purchased. The Trust reserves the right to accept or reject any subscription in its absolute discretion. A signed subscription agreement must be received by the Manager (either directly from an investor or from an investor’s registered dealer) no later than 4:00 p.m. (Eastern time) on a Subscription Day in order for the subscription to be accepted on that Subscription Day (faxes or email copies are sufficient for this purpose).

The subscription moneys must be denominated in US Dollars and must be received by the Manager no later than 3 business days following the relevant Subscription Day. Subject to the foregoing, subscribers whose subscriptions are not rejected will receive a notice of the number and Series of Units issued to them.

The minimum initial investment in the Trust is US$10,000 (with an available prospectus exemption). The Trustees shall not accept an initial subscription of less than US$10,000, or such lesser amounts as may be determined by the Trustees from time to time. Any prospective investor must be a Canadian resident. Any additional subscriptions by a Unitholder may be for US$250 or such lesser amounts as may be determined by the Trustees from time to time. The Trustees may reject a subscription for any reason and are not obliged to disclose the reason, or reasons, for rejecting any subscription application. Any subscription proceeds submitted with a Subscription Agreement that is rejected by the

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Trust shall be returned by cheque (with charges for the account of the recipient), subject to the applicability of any anti-money laundering procedures, without interest or deduction.

Subscribers will be required to complete the Subscription Agreement available from the Manager or their dealer. A subscriber may be required, upon the request of the Manager, to provide such information as the Manager deems necessary to substantiate the accuracy of any subscriber’s representations.

Redemptions Redemptions of Units of the Trust can be made annually on the last Business Day in December (“Redemption Day”). Investors wishing to redeem Units must forward the redemption request to the Manager (either directly or through their agents) no later than 30 days prior to Redemption Day.

Redemptions will be processed at the applicable net asset value (NAV) per Unit determined on Redemption Day after receipt. Payment will be forwarded within ten (10) business days of Redemption Day. There will be deducted from all redemption proceeds wire transfer fees and any third party administrative costs incurred by the Company in connection with the redemption.

The Manager also reserves the right to cause the Trust to redeem the Units of an Investor at the series net asset value per Unit thereof if, in the reasonable opinion of the Trustees, the holding of Units by a Unitholder is detrimental to the Trust.

A Business Day is any day that is a business day, except a day that is a national or bank holiday in the Cayman Islands; Toronto, Canada; Mauritius; and Mumbai, India.

Price per Unit On the first date on which Units of a Series are issued, Units of that Series will be issued at an opening NAV per Unit of $10. On each successive date on which Units of that Series are issued, the Units may be issued at a NAV per Unit to be calculated in the manner described in the Memoranda.

Distributions The Trust intends to make quarterly distributions payable to Unitholders of record on the last business day of the quarter. Unless otherwise instructed in writing, distributions will be automatically re-invested into additional Units of the Trust at the next Valuation Date. A Valuation Date is the last Business Day of the month or such other time as the Manager may from time to time determine to be a day for valuation of the Trust. The distribution will be paid within 15 business days following quarter end.

In order to fund the distributions and commencing June 2011, the Trust intends to exercise its right to a quarterly cash redemption of its Series O Shares of the Canadian Feeder of a specified amount (and the Canadian Feeder will, in turn, exercise its right to a quarterly cash redemption of its Series O Shares of the Company of a specified amount). The cashflow distribution option for the Company for 2011 is US$70 per annum per Share of the Company (which is 7% annually based on the initial issue price of US$1,000). Commencing in 2012, the Company will annually determine and announce each February the specified amount for the cashflow distribution option for that calendar year. The amount of cash distributed by the Trust will generally be similar to the amount of the cashflow distribution option for the Company.

Beginning June 2011, the Trust will, on a quarterly basis, distribute to the Unitholders an amount generally similar to the amount of the quarterly cash redemption of Shares of the Canadian Feeder received by the Trust. As the amount of the quarterly cashflow distribution amount from the Company to the Canadian Feeder may fluctuate and may be suspended by the Directors of the Company if they determine in their sole discretion that such suspension is in the best interests of the Company, the amount of the distribution from the Canadian Feeder to the Trust will also fluctuate or be suspended (and, in turn, the amount of the distribution from the Trust to the Unitholders of the Trust will fluctuate or be suspended).

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The character of the quarterly distributions will be determined annually in accordance with the Income Tax Act in Canada. If the fund doesn’t realize sufficient distributable income to meet the distribution, it will return capital to make up the difference. A return of capital will reduce the adjusted cost base of your units. A return of capital distribution should not be confused with “yield” or “income”. You should not draw any conclusion about the fund’s investment performance from the amount of this distribution.

Fees Management Fee

The Trust will pay to the Manager on the last Valuation Date in each month, in arrears, a fee (the “Management Fee”) equal to:

(i) in the case of the Series A Units, 1.5% of the NAV per Unit;

(ii) in the case of Series F Units, 0.90% of the NAV Unit; and

(iii) in the case of Series O Units, the Management Fee will be negotiated and paid directly by the Unitholder and will not be paid by the Trust. Management Fees for Series O Unitholders will be collected through the automatic redemption of Units, unless a Unitholder has made alternative arrangements with the Manager for the payment of the Management Fees.

Management Fees are subject to GST or HST.

Performance Fee

(i) Each Unitholder shall also pay the Manager a performance fee (the “Performance Fee”) on the Units held by them on the last Business Day of each year, on termination of the Management Agreement (each a “Performance Valuation Date”) and on the date any of their Units are redeemed. Performance Fees are paid directly by the Unitholders and are not charged to the Trust. The amount of the Performance Fee payable by each Unitholder is set forth in the relevant Unitholder’s Subscription Agreement and generally will be equal to the following:in the case of Series A and Series F Units, 20% of the increase, if any, from the High Water Mark (as defined below) for such Units to the aggregate NAV of such Units on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date); and

(ii) the Performance Fee for Series O Units will be negotiated on a case by case basis with each Unitholder.

Performance Fees will be collected through the automatic redemption of Units, unless a Unitholder has made alternative arrangements with the Manager for the payment of the Performance Fees.

Performance Fees are subject to GST or HST.

The payment of a distribution to unitholders of the Trust either in cash or in units will not trigger a Performance Fee payable.

“High Water Mark” means the net proceeds paid to the Trust in respect of such Units, (excluding any reinvestments of a distribution paid by the Trust) initially, but thereafter adjusted from time to time to equal the aggregate NAV of such Units immediately following the payment of a Performance Fee to the Manager on a Performance Valuation Date in respect of such Units, in each case less the amount of any distribution paid on such Units by the Trust during the initial period or since the last payment of a Performance Fee which is not reinvested in Units. In the case of partial redemption of Units, the High Water Mark of the Units redeemed will be determined on a pro rata basis based on the percentage of total Units held by the Unitholder that are redeemed.

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Initial Sales Commission

Agents who have participated in the marketing of Units of the Trust may charge an initial sales commission of up to 3% of the value of the Units purchased. Initial sales commissions will be charged directly to the investor and will not be paid by the Trust.

Referral or Trailer Fee

The Manager may pay a referral or trailer fee from time to time to agents who participated in the marketing of Units. Payments are made monthly or quarterly at an annual rate calculated as a percentage of the value of the Units held by the dealer’s clients. Referral or trailer fees are paid in accordance with the following schedule. The amounts shown are inclusive of taxes, where applicable.

Series A 0.6% of the NAV per Unit (60 bps )

Series F n/a

Series O Negotiated

Organizational and Operating Expenses

The expenses incurred in respect of the formation of the Trust and the offering of Units will be paid by the Trust and amortized over a 3 year period for purposes of the calculation of NAV of the Trust.

The Trust is responsible for certain operating expenses incurred by and on behalf of the Trust, with respect to all the normal recurring expenses of its operations and business, including, without limitation, expenses relating to the continuing offering of Units, banking fees, insurance premiums, taxes, interest expense on borrowings, commitment fees, any third party consulting or research related expenses, the cost of business travel related to the Trust’s operations and investment due diligence, auditors fees, printing costs, legal fees, registrar and transfer agent fees, company secretarial fees, custodial fees, accounting and valuation fees, government registration fees and other similar expenses. The Trust will also reimburse the Trustees for any reasonable out-of-pocket expenses incurred in carrying out their duties as Trustees. The Trustees will not receive a fee in respect of their activities as trustees.

Series-Specific Expenses. In most cases, fees and expenses of the Trust are borne proportionately by all Series of Units. Certain fees and expenses will be incurred that are specific to a Series of Units and will be borne by Units of that Series only.

Additional Series The Trustees may from time to time in their absolute discretion create and issue Units in additional series with differing Management Fees, Performance Fees, redemption provisions, voting rights and other features particular to each series.

Trustees The Trust has three trustees: Michael Lee-Chin, Frank Laferriere and Victoria Ringelberg.

The Trustees are responsible for the overall management of the business of the Trust. The Trustees have delegated certain duties to certain service providers, subject to overall supervision and direction by the Trustees, as described in further detail in this Supplement. The Trustees also have the right to terminate any of the Trust’s service agreements in accordance with the terms of those agreements.

Auditors and Legal Counsel

The auditors and legal counsel of the Trust are the same as those appointed for the Company.

Base Currency The Trust reports its results and transacts subscriptions and redemptions in US Dollars. The value of all the Trust property valued in a currency other than the US Dollar and all liabilities and obligations of the Trust payable by the Trust in a currency other than the US Dollar shall be converted into US Dollars by applying the rate of exchange obtained from Bloomberg, or any other such similar source of rates of exchange as selected by the

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Manager from time to time, to calculate the NAV.

Fiscal Year

The Trust’s fiscal year-end shall be December 31. In the case of the first fiscal year, the period beginning on the date of commencement of operations of the Trust ending on December 31, 2011. In the case of subsequent fiscal years, the period beginning on January 1 of each year and ending on December 31 of that year, or such other period or periods as the Trustees may from time to time determine.

Financial Reporting

Audited financial statements will be available and, where requested, delivered to Unitholders within 90 days of each fiscal year end. Unaudited NAV information will be provided on a monthly basis on the Manager's website www.portlandic.com.

Declaration of Trust

The rights and obligations of the Manager and the Unitholders of the Fund are governed by the Declaration of Trust (as amended from time to time). The following is a brief summary of the Declaration of Trust. This summary is not intended to be complete and each investor should carefully review the Declaration of Trust itself for full details of these provisions.

The Units

The Trustees will determine whether the capital of the Fund is divided into additional Series of Units, the attributes that shall attach to each Series of Units and whether any Series of Units should be redesignated as a different Series of Units from time to time.

Each Unit of a Series is without nominal or par value and entitles the holder thereof to one vote for each one full dollar of value of all units owned by such Unitholder as based on the Series NAV per Unit at the close of business on the record date for voting at all meetings of Unitholders of the Trust where all Series vote together and to one vote at meetings where that particular Series votes separately as a Series.

Each Unit of a particular Series generally entitles the holder thereof to participate pro rata with respect to all distributions made to that Series (except special distributions) and, upon liquidation of the Fund, to participate pro rata with the other Unitholders of that same Series in the Series NAV remaining after the satisfaction of outstanding liabilities of the Fund and the Series.

Amendment to the Declaration of Trust

The Trustees may amend the Declaration of Trust, without the approval of or prior notice to the Unitholders where the Trustees reasonably believe that the proposed amendment does not have the potential to materially adversely impact the financial interests or rights of Unitholders of the Trust or where the proposed amendment is necessary to:

(a) ensure compliance with applicable laws, regulations or policies of any governmental authority having jurisdiction over the Trust or the distribution of its Units;

(b) remove any conflicts or other inconsistencies that may exist between any of the terms of the Declaration of Trust and any provisions of any applicable laws, regulations or policies affecting the Trust, the Trustees or their agents;

(c) make any change or correction in the Declaration of Trust that is a typographical correction or is required to cure or correct any ambiguity or defective or inconsistent provision, clerical omission or error contained therein;

(d) facilitate the administration of the Trust as applicable or make amendments or adjustments in response to any existing or proposed amendments to the Tax Act or its administration which might otherwise adversely affect the tax status of the Trust or its Unitholders; or

(e) for the purposes of protecting the Unitholders of the Trust.

Where securities legislation requires that written notice be given to Unitholders before the

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change takes effect and where the Trustees reasonably believe that the proposed amendment has the potential to materially adversely impact the financial interests or rights of the Unitholders, so that it is equitable to give Unitholders advance notice of the proposed change, the Trustees may amend the Declaration of Trust on 30 days' notice to Unitholders.

Term

The Manager may, in its discretion, terminate the Fund or a Series of a Fund by giving reasonable notice to the Unitholders. The Fund will be terminated and dissolved in the event that the Manager resigns and no successor trustee and manager is appointed, or if the Manager has all the Trustees resign and a successor trustee cannot be found within a 90 day period.

Meetings Meetings of Unitholders may be convened by the Trustees or the Manager as either of them may deem advisable from time to time for the administration of the Trust.

Certain Canadian Tax Considerations

The following summarizes the principal Canadian federal income tax considerations as of the date hereof generally applicable to the Trust and an individual Unitholder (other than a trust) who acquires Units under this offering memorandum and who, for the purposes of the Income Tax Act (Canada) (“Tax Act”), is resident in Canada and holds Units of the Trust as capital property. This summary is based on the current provisions of the Tax Act and the regulations made under the Tax Act (the “Regulations”), specific proposals to amend the Tax Act and the Regulations that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof and the published administrative practices and assessing policies of the Canada Revenue Agency. This summary does not take into account or anticipate any other changes in law whether by legislative, regulatory, administrative or judicial action. This summary is not exhaustive of all possible federal income tax considerations and does not deal with foreign or provincial income tax legislation or considerations. This summary assumes that not more than 50% of the Units of the Trust will at any time be held by one or more financial institutions, as defined for purposes of sections 142.3 to 142.7 of the Tax Act. This summary is of a general nature only and is not intended to constitute legal or tax advice to any particular investor. Prospective purchasers of Units are advised to consult their own tax adviser about their particular circumstances.

Taxation of the Trust

The Trust will distribute to its Unitholders in each year sufficient of its net income and net realized capital gains, if any, to such an extent that the Trust will not be liable in any taxation year for income tax under Part I of the Tax Act, other than alternative minimum tax. The Trust is not entitled to capital gains refunds under the Tax Act and may be subject to alternative minimum tax. In certain circumstances, capital losses realized by the Trust may be suspended and, as a result, would be unavailable to shelter capital gains.

The Trust will include in computing its income all amounts it receives from Canadian Feeder as, on account or in lieu of payment of, or in satisfaction of, dividends on the shares it owns in Canadian Feeder. The Trust will also include in computing its income an imputed amount in respect of the holding of shares in Canadian Feeder. The imputed amount is determined by applying a prescribed rate of interest to the “designated cost” to the Trust of the shares of Canadian Feeder at the end of each month in the year, less the amount of dividends received on the shares. Any imputed income is added to the adjusted cost base to the Trust of the shares of Canadian Feeder. The designated cost of the shares of Canadian Feeder is generally the initial cost of the shares plus any imputed income for previous years. The prescribed rate is determined on a quarterly basis and is generally the average equivalent yield of Government of Canada 90-day treasury bills (rounded to the next highest whole percent) sold during the first month of the immediately preceding quarterly, plus two percentage points.

It is possible that the Tax Act will be amended in the future such that, if Canadian Feeder

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were a foreign affiliate of the Trust under the Tax Act, a redemption of shares of Canadian Feeder held by the Trust would be treated as a deemed dividend (rather than a capital gain) to the extent that redemption proceeds exceed the foreign paid-up capital of the shares redeemed.

All of the Trust’s deductible expenses, including expenses common to all series and expenses specific to a particular series will be taken into account in determining the income or loss of the Trust as a whole.

Taxation of Unitholders

A Unitholder of the Trust must include in computing his or her income for tax purposes the amount of the net income and the taxable portion of the net realized capital gains paid or payable to him or her in the year by the Trust. A Unitholder must include such distributions in income whether they are paid in cash or they are reinvested in additional Units of the Trust. Provided that the Trust makes the appropriate designations, to the extent permitted under the Tax Act, the amount of any net taxable capital gains and foreign source income of the Trust that is paid or payable to a Unitholder will effectively retain its character in the hands of the Unitholder for tax purposes. When a Unitholder acquires Units of the Trust, the net asset value of the Units may reflect amounts on account of accrued but undistributed income, realized but undistributed capital gains, and accrued but unrealized capital gains. When these amounts are distributed to Unitholders, they must be included in the Unitholder’s income even though they accrued to the Trust or were realized by the Trust prior to the time that the Unitholder acquired Units of the Trust.

To the extent that distributions to a Unitholder by the Trust in a year exceed the Unitholder’s share of the net income and net realized capital gains of the Trust for the year, those distributions (except to the extent that they are proceeds of disposition) will be a return of capital and will not be taxable to the Unitholder but will reduce the adjusted cost base of the Unitholder’s Units in the Trust. Where the adjusted cost base of Units in the Trust is reduced to less than zero the Unitholder will be deemed to have realized a capital gain equal to the negative amounts and the adjusted cost base of the units will be credited to nil.

Upon a disposition of a Unit (including a deemed disposition), the Unitholder will realize a capital gain (or a capital loss) to the extent that the proceeds of disposition, less any costs of disposition, are greater (or less) than the adjusted cost base to the Unitholder of the Unit. Generally one-half of a capital gain is included in determining a Unitholder’s income.

Under the alternative minimum tax provisions of the Tax Act, capital gains realized, and Canadian dividends received, by an individual may give rise to a liability for minimum tax.

Unitholders should consult with their own tax advisors regarding the deductibility of Management Fees and Performance Fees paid to PIC.

Registered Plans

Units of the Trust are not qualified investments under the Tax Act for registered retirement savings plans (“RRSPs”), group RRSPs, registered retirement income funds (“RRIFs”), life income funds, locked-in retirements accounts, locked-in retirement income funds, deferred profit sharing plans (“DPSPs”), registered education savings plans (“RESPs”), registered disability savings plans (“RDSPs”) and tax-free savings accounts (“TFSAs”) (collectively “Registered Plans”). Adverse tax consequences will arise where Units are acquired or held in a Registered Plan.

Release of Confidential Information

Under applicable securities and anti-money laundering legislation, the Manager is required to collect and may voluntarily release confidential information about Unitholders and, if applicable, about the beneficial owners of corporate Unitholders, to regulatory or law enforcement authorities if it determines to do so in its discretion.

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Anti-Money Laundering Regulations

In order to comply with legislation or regulations aimed at the prevention of money laundering the Trust is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, the Trust may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. The Subscription Agreement or client account opening documents contain detailed guidance on whether identification verification materials will need to be provided with the Subscription Agreement and, if so, a list of the documents and information required.

The Trust, and the Manager on the Trust’s behalf, reserve the right to request such information as is necessary to verify the identity of a subscriber, unless in any particular case the Trustees, or the Manager on the Trust’s behalf, are satisfied that an exemption applies under the Money Laundering Regulations (Revised) of the Cayman Islands (the “AML Regulations”). Depending on the circumstances of each application, a detailed verification of identity might not be required where:

(a) the applicant makes the payment for their investment from an account held in the applicant's name at a recognised financial institution; or

(b) the applicant is regulated by a recognised regulatory authority and is based or incorporated in, or formed under the law of, a recognised jurisdiction; or

(c) the application is made through an intermediary which is regulated by a recognised regulatory authority and is based in or incorporated in, or formed under the law of a recognised jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.

In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Trust, or the Manager on the Trust’s behalf, may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

The Trust, and the Manager on the Trust’s behalf, also reserve the right to refuse to make any redemption payment to a Unitholder if the Trustees or the Manager suspect or are advised that the payment of redemption proceeds to such Unitholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by the Trust or the Manager with any such laws or regulations in any applicable jurisdiction.

If, as a result of any information or other matter which comes to the Manager’s attention, any director, officer or employee of the Manager, or its professional advisers, knows or suspects that an investor is engaged in money laundering, such person is required to report such information or other matter to the Financial Transactions and Reports Analysis Centre of Canada and such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by law or otherwise.

If the Manager or any governmental agency believes that the Trust has accepted subscriptions for Units by, or is otherwise holding assets of, any person or entity that is acting directly or indirectly, in violation of a Canadian, U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker, or senior foreign political figure(s) suspected in engaging in foreign corruption, the Trustees, in consultation with the Manager, or such governmental agency may freeze the assets of such person or entity invested in the Trust or suspend their redemption rights. The Trust may also be required to remit or transfer those assets to a governmental agency.

By subscribing, prospective investors consent to the disclosure by the Trust and the Manager of any information about them to regulators and others upon request in

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connection with money laundering and similar matters, in Canada, the Cayman Islands and in other jurisdictions.

Risks Investment in Units involves certain risk factors, including risks associated with the Trust’s investment strategies. The following risks should be carefully evaluated by prospective investors. As the Trust will be exposed to the performance of the Company, please refer to the Company's offering memorandum, set out at Appendix B hereto, for a fulsome discussion of the risks of investing in the Company. These risks, will also apply to the Trust.

Market Risk

Acquiring Units may expose an investor to a significant risk of losing all of the amount invested. Prospective investors should be aware that the value of investments as reflected in the NAV per Unit can go down as well as up. Any person who is in any doubt about investing in the Trust should consult an authorised person specialising in advising on such investments.

Investment Risk

An investment in the Trust may be deemed to be speculative and is not intended as a complete investment program. A subscription for Units should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Trust. Investors should review closely the investment objective and investment strategies to be utilized by the Trust as outlined herein to familiarize themselves with the risks associated with an investment in the Trust.

Marketability and Transferability of Units

There is no market for the Units and one is not expected to develop. The distribution of Units is not qualified by way of prospectus, and consequently the resale of Units is subject to restrictions under applicable securities legislation. In addition, Units may not be transferred except with the prior written consent of the Trustees, which may be withheld in the Trustees' sole and absolute discretion. Accordingly, it is possible that Unitholders may not be able to resell their Units other than by way of redemption of their Units on any Redemption Day which redemption will be subject to the limitations described herein.

In addition, redemptions are permitted only on a Redemption Day. Consequently, holders of Units may not be able to liquidate their investment in a timely manner and the Units may not be readily accepted as collateral for a loan. Accordingly, an investment in the Units is suitable only for sophisticated investors who do not require liquidity for their investment and are able to bear the financial risk of the investment for an extended period of time.

Reliance on Manager and Track Record

The success of the Trust will be primarily dependent upon the efforts of the Manager and its principals. Although persons involved in the management of the Trust and the service providers to the Trust have had long experience in their respective fields of specialization, the Trust has no operating or performing history upon which prospective investors can evaluate the Trust’s likely performance. Investors should be aware that the past performance by those involved in the investment management of the Trust should not be considered as an indication of future results.

Not a Public Mutual Fund

The Trust is not subject to the restrictions placed on public mutual funds to ensure

12


diversification and liquidity of the Trust’s portfolio.

Custody Risk

None of the Trust, the Canadian Feeder or the Company control the custodianship of all of their respective securities. The banks or brokerage firms selected to act as custodians may become insolvent, causing the Trust to lose all or a portion of the funds or securities held by those custodians. Consequently, the Trust, the Canadian Feeder or the Company and therefore, the Unitholders, may suffer losses.

Potential Indemnification Obligations

Under certain circumstances, the Trust might be subject to significant indemnification obligations in favour of the Trustees, Manager, other service providers to the Trust or certain persons related to them. The Trust may not carry any insurance to cover such potential obligations and, to the Manager’s knowledge, the foregoing parties may not be insured for losses for which the Trust has agreed to indemnify them. Any indemnification paid by the Trust would reduce the Trust’s NAV.

Charges to the Trust

The Trust is obligated to pay management fees, administration fees, brokerage commissions and legal, accounting, filing and other expenses regardless of whether the Trust realizes profits.

Lack of Independent Experts Representing Unitholders

Each of the Trust and the Manager has consulted with a single legal counsel regarding the formation and terms of the Trust and the offering of Units. The Unitholders have not, however, been independently represented. Therefore, to the extent that the Trust, the Unitholders or this offering could benefit by further independent review, such benefit will not be available. Each prospective investor should consult his or her own legal, tax and financial advisers regarding the desirability of purchasing Units and the suitability of investing in the Trust.

Unitholder Liability

The Declaration of Trust provides that no Unitholder shall be subject to any liability to any person in connection with the investment obligations, affairs or assets of the Trust and all such persons shall look solely to the Trust’s assets for satisfaction of claims of any nature arising out of or in connection therewith. There is a theoretical risk, which is considered by the Manager to be remote in the circumstances, that a Unitholder could be held personally liable (in the unlikely event that the net asset value of the Trust declines below zero), notwithstanding the foregoing statement in the Declaration of Trust, for obligations of the Trust to the extent that claims are not satisfied out of the assets of the Trust. In the event that a Unitholder should be required to satisfy any obligation of the Trust, such Unitholder will be entitled to reimbursement from any available assets of the Trust, however it is unlikely that there would be any Trust assets in such circumstances.

Changes to the Company's Investment Objectives

The Company's investment objectives and strategies may be altered without prior approval by the Unitholders.

The foregoing statement of risks does not purport to be a complete explanation of all

13


the risks involved in purchasing the Units. Potential investors should read this entire Supplement, including the documents incorporated herein, and consult with their legal, tax and financial advisers, before making a decision to invest in the Units.

NOTICES

The Units offered hereby will be issued only on the basis of the information and representations contained in this Supplement and the Memoranda, including the Appendices attached to the Memoranda, and no other information or representation has been authorised. Any purchase made by any person on the basis of statements or representations not contained herein or therein or inconsistent with information contained herein shall be solely at the risk of the purchaser. In relation to any offer of shares subsequent to the date hereof, neither delivery of this Supplement and the Memoranda nor anything stated herein or therein should be taken to imply that any information contained herein or therein has not been altered or amended by supplement or resolution of the Trustees. The Trust will circulate any and all such supplements in conjunction with the Memoranda to prospective investors as they become available.

Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries to whose jurisdiction they may be subject for the acquisition, holding or disposal of Units and any foreign exchange restrictions which may be relevant to them. Units which are acquired by persons not entitled to hold them in accordance with the provisions contained herein may be compulsorily redeemed. Units may be transferred only with the approval of the Trustees and upon compliance with such reasonable requirements as the Trustees or the transfer agent may prescribe.

The distribution of this Supplement and the Memoranda may be restricted by law in certain countries. Persons to whose attention this Supplement and the Memoranda may come are required to inform themselves of and to observe any such restrictions. This Supplement and the Memoranda do not constitute an offer or solicitation to any person 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 offer or solicitation.

No person is authorised to make representations or to give any information with respect to the Trust, the Company or the offering of Units made hereby, unless authorised by the Manager or the Trustees. This Supplement and the Memoranda supersede any written or verbal information relating to any offering of Units issued prior to the date of this Supplement and the Memoranda.

Prospective investors are not to construe the contents of this Supplement and the Memoranda as legal or investment advice. Each investor should consult his own attorneys, accountants and/or other advisers regarding this investment.

Management Agreement

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The management agreement dated March 22, 2011 (the "Management Agreement") determines how the Manager administers the Trust's day-to-day operations and supervises and manages the Trust's investments. The Management Agreement also provides that the Manager is entitled to management fees and performance fees in return for its services. The Manager is supervised by, and acts on behalf of, the Trustees.

Management Agreement may be terminated at any time by the Fund or by the Manager on not less than 90 days’ prior notice in writing. The Manager is under an obligation to be fair and reasonable in all of its management responsibilities. The Manager may hire experts to provide investment advice, portfolio management services and other services for the Trust. The Manager may engage registered dealers to distribute securities of the Trust.

Conflicts of Interest

PIC is the manager and/or the portfolio manager or sub-adviser for investment funds, limited partnerships, offering memorandum products and other clients (collectively, the “Portland Funds”). While all advice and recommendations made to the Portland Funds, including the Trust, will be consistent with its obligation to exercise its powers and discharge its duties honestly, in good faith and in the best interests of each Portland Fund, PIC will continue to provide investment advice to its other clients, who may have similar investment needs to those of the Trust. There may, therefore, be potential conflicts of interest between the Trust and the other portfolios managed by PIC.

Certain Trustees are also directors, officers, employees and/or shareholders of the Manager, affiliates of the Manager and/or distributors of the Trust. As such, these individuals have a fiduciary obligation to the Manager and these affiliates and distributors. In their capacity as trustees of the Trust, these individuals have a fiduciary obligation to the Trust. As the Trustees determine the appointment and compensation of the Manager and the distributors, there is a potential for conflicts of interest. The Trust Agreement expressly permits the Trustees to vote on any matter, including matters upon which, but for the waiving provisions in the Trust Agreement, the Trustees would not otherwise be permitted to vote, in effect waiving the conflict of interest inherent in the Trustees being directors, officers, employees and/or shareholders of the Manager, affiliates of the Manager and/or distributors of the Trust. In particular, the Trustees may vote on matters pertaining to the fees and services of the Manager and may trade on their own account, even in matters that might be considered opportunities of the Trust, regardless of conflicts of interest and regardless of the fact that the Trustees may personally benefit from such arrangements. Note that Unitholders will, per the terms of the Trust Agreement, receive notice of changes made to the Trust Agreement that will materially adversely impact the financial interests or rights of the Unitholders.

STATUTORY RIGHTS OF ACTION AND RESCISSION

In addition to and without derogation from any right or remedy that a purchaser of the Units may have at law, securities legislation in certain of the provinces of Canada provides that a purchaser has or must be granted rights of rescission or damages, or both, where the offering memorandum and any amendment thereto contains a misrepresentation. However, such rights and remedies, or notice with respect thereto, must be exercised by the purchaser within the time limits prescribed by the applicable securities legislation.

Generally, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement in this Supplement or any amendment hereto not misleading in light of the circumstances in which it was made. A “material fact” means a fact that would reasonably be expected to have a significant effect on, the market price or value of the Units. The meaning of “misrepresentation” and “material fact” may differ slightly depending on the law in your jurisdiction.

In most jurisdictions there are defences available to the persons or companies that a purchaser may have a right to sue. In particular, in many jurisdictions, the person or company that a purchaser sues, will not be liable if the purchaser knew of the misrepresentation when the purchaser purchased the securities. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limit prescribed by the applicable securities legislation.

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The following is a summary of the rights of rescission or damages, or both, available to investors under the securities legislation of certain provinces of Canada. Purchasers should refer to the applicable provisions of the securities legislation of their province of residence for the particulars of statutory rights, if any, available to them in their province, or consult with a legal adviser.

Rights for Purchasers in Ontario

If this Supplement, together with any amendment hereto, delivered to a purchaser of Units resident in Ontario contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Units by such purchaser, the purchaser will have, without regard to whether the purchaser relied on such Misrepresentation, a right of action against the Trust for damages or, while still the owner of the Units purchased by that purchaser, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Trust, provided that:

(a) the Trust shall not be held liable pursuant to either right of action if the Trust proves the purchaser purchased the Units with knowledge of the Misrepresentation;

(b) in an action for damages, the Trust is not liable for all or any portion of such damages that it proves do not represent the depreciation in value of the Units acquired by the purchaser as a result of the Misrepresentation relied upon;

(c) the Trust will not be liable for a Misrepresentation in forward-looking information if the Trust proves that:

(i) this Supplement contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(ii) the Trust has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information;

(d) in no case shall the amount recoverable pursuant to such right of action exceed the purchase price of the Units acquired; and

(e) no action may be commenced to enforce such right of action more than:

(i) in the case of an action for rescission 180 days after the date of the acceptance of the purchaser’s Subscription Agreement by the Manager; or

(ii) in the case of an action for damages, the earlier of:

(I) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or

(II) three years after the date of the acceptance of the purchaser’s Subscription Agreement by the Manager.

The foregoing rights do not apply if the purchaser purchased Units using the “accredited investor” exemption and is:

16


(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act;

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(c) a Schedule III bank;

(d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(e) a subsidiary of any person referred to in paragraphs (a) to (d) above, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

Rights for Purchasers in Saskatchewan

If this Supplement or any amendment thereto or advertising or sales literature used in connection therewith delivered to a purchaser resident in Saskatchewan contains a Misrepresentation at the time of purchase, a purchaser will be deemed to have relied upon that Misrepresentation and will have a right of action for damages against the Trust, the promoters and every person performing a function or occupying a position with respect to the Trust which is similar to that of a director of a company, and every person who or company that sells the Units on behalf of the Trust under this Supplement or amendment thereto, or, alternatively, a purchaser may elect to exercise a right of rescission against the Trust, provided that among other limitations:

(a) no person or company is liable, nor does a right of rescission exist, where the person or company proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(b) in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied on;

(c) in no case shall the amount recoverable exceed the price at which the Units were sold to the investor;

(d) no action shall be commenced to enforce these rights more than:

(i) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(ii) in the case of any action, other than an action for rescission, the earlier of one year after the purchaser first had knowledge of the facts giving rise to the cause of action or six years after the date of the transaction that gave rise to the cause of action;

(e) a person or company is not liable in an action for a misrepresentation in forward-looking information if the person or company proves that:

(a) this Supplement contains, proximate to that information:

(i) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

17


(ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information;

(f) no person or company (excluding the Trust) will be liable if the person or company proves that (i) the Supplement was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of its sending or delivery, the person or company immediately gave reasonable general notice to the Trust that it was sent or delivered without the person’s or company’s knowledge, (ii) on becoming aware of any Misrepresentation, the person or company withdrew the person’s or company’s consent to the Supplement and gave reasonable general notice the the Trust of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of or extract from the report, opinion or statement of the expert; and

(g) no person or company (but excluding the Trust) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert, or to be a copy of or an extract from a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there have been no Misrepresentation, or believed there had been a Misrepresentation.

The Trust shall amend the Supplement if the distribution of the Units has not been completed and (i) there is a material change in the affairs of the Trust, (ii) it is proposed that the terms or conditions of the offering described in the Supplement be altered, or (iii) Units are to be distributed in addition to the Units previously described in the Supplement. A purchaser that receives an amended Supplement has the right to withdraw from the agreement to purchase the Units by delivering a notice to the person who or company that is selling the Units, indicating the purchaser’s intention not to be bound by the purchase agreement. A purchaser must deliver the notice of withdrawal within two business days after receiving the amended Supplement.

These rights are subject to certain defences as more particularly described in The Securities Act, 1988 (Saskatchewan).

Rights for Purchasers in Manitoba

If this Supplement delivered to a purchaser of Units resident in Manitoba contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Units by such purchaser, the purchaser will be deemed to have relied on such Misrepresentation and will have a right of action against the Trust and every person performing a function or occupying a position with respect to the Trust which is similar to that of a director of a company, for damages or for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Trust, provided that among other limitations:

(a) the Trust will not be liable if it proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(b) in the case of an action for damages, the Trust will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the Units as a result of the Misrepresentation;

(c) other than with respect to the Trust, no person or company is liable if the person or company proves

18


(i) that this Supplement was sent to the purchaser without the person’s or company’s knowledge or consent; and

(ii) that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the Trust that it was sent without the person’s or company’s knowledge and consent;

(d) other than with respect to the Trust, no person or company is liable if the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person’s or company’s consent to this Supplement and gave reasonable notice to the Trust of the withdrawal and the reason for it;

(e) other than with respect to the Trust, no person or company is liable with respect to any part of this Supplement not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company:

(i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or

(ii) believed there had been a Misrepresentation;

(f) in no case will the amount recoverable in any action exceed the price at which the Units were sold to the purchaser; and

(g) the right of action for rescission or damages will be exercisable only if the purchaser commences an action to enforce such right, not later than:

(i) in the case of an action for rescission, 180 days after the date of purchase of the Units; or

(ii) in the case of an action for damages, the earlier of (A) 180 days following the date the purchaser first had knowledge of the Misrepresentation, and (B) two years after the date of purchase of the Units.

A person or company is not liable in an action for a Misrepresentation in forward-looking information if the person or company proves that:




(b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

If a Misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, this Supplement, the Misrepresentation is deemed to be contained in this Supplement.

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Rights for Purchasers in Québec

Under legislation adopted but not yet in force in Québec, if this Supplement, together with any amendment to this Supplement, delivered to a purchaser of Units resident in Québec contains a Misrepresentation, the purchaser will have (i) a right of action for damages against the Trust, every person acting in a capacity with respect to the Trust which is similar to that of a director of officer of a company and the dealer (if any) under contract to the Trust, or (ii) a right of action against the Trust for rescission of the purchase contract or revision of the price at which Units were sold to the purchaser.

No person or company will be liable if it proves that:

(a) the purchaser purchased the Units with knowledge of the Misrepresentation; or

(b) in an action for damages, that it acted prudently and diligently (except in an action brought against the Trust).

No person will be liable for a Misrepresentation in forward-looking information if the person proves that:

(a) this Supplement contains, proximate to the forward -looking information, reasonable cautionary language identifying the forward -looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

(b) the person has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

No action may be commenced to enforce such a right of action:

(a) for rescission or revision of price more than three years after the date of the purchase; or

(b) for damages later than the earlier of:

(i) three years after the purchaser first had knowledge of the facts giving rise to the cause of action, except on proof of tardy knowledge imputable to the negligence of the purchaser; or

(ii) five years from the filing of this Supplement with the Autorité des marchés financiers de Québec.

Rights for Purchasers in New Brunswick

Where this Supplement, or any amendment hereto, contains a Misrepresentation, a purchaser resident in New Brunswick to whom this Supplement has been delivered and who purchases the Units shall be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase, and the purchaser has a right of action for damages against the Trust or the purchaser may elect to exercise a right of rescission against the Trust, in which case the purchaser shall have no right of action for damages against the Trust, provided that, among other limitations:

(a) in an action for rescission or damages, the defendant will not be liable if it proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(b) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon;

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(c) in no case shall the amount recoverable under the right of action described herein exceed the price at which the Units were offered;

(d) a person is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following:

(i) this Supplement contains, proximate to that information:

(I) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

(II) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(ii) the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and

(e) no action shall be commenced to enforce these statutory rights of action more than:

(i) in an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action; or

(ii) in an action for damages, the earlier of: (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.

Rights for Purchasers in Nova Scotia

Where this Supplement or any amendment hereto or any advertising or sales literature contains a Misrepresentation, a purchaser resident in Nova Scotia to whom this Supplement has been delivered and who purchases the Units shall be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase and the purchaser has a right of action for damages against the Trust and, subject to certain additional defences, against every person acting in a capacity with respect to the Trust which is similar to that of a director of a company, or alternatively, may elect to exercise a right of rescission against the Trust, provided that, among other limitations:

(a) in an action for rescission or damages, the defendant will not be liable if it proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(b) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon;

(c) in no case shall the amount recoverable under the right of action described herein exceed the price at which the Units were offered;

(d) a person or company is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following things:


(I) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ

21


materially from a conclusion, forecast or projection in the forward-looking information; and


(ii) the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information;

(e) no person or company other than the Trust is liable if the person or company proves that:

(i) this Supplement or the amendment to this Supplement was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent; or

(ii) after delivery of this Supplement or the amendment to this Supplement and before the purchase of the Units by the purchaser, on becoming aware of any Misrepresentation in this Supplement, or amendment to this Supplement, the person or company withdrew the person’s or company’s consent to this Supplement, or the amendment to this Supplement, and gave reasonable general notice of the withdrawal and the reason for it;

(f) no action may be commenced to enforce a right of action more than 120 days:

(i) after the date on which payment was made for the Units; or

(ii) after the date on which the initial payment was made.

If a Misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, this Supplement or an amendment to this Supplement, the Misrepresentation is deemed to be contained in this Supplement or an amendment to this Supplement.

Rights for Purchasers in Newfoundland and Labrador

If this Supplement, together with any amendment to this Supplement or any record incorporated by reference in, or considered to be incorporated into this Supplement contains a Misrepresentation and it was a Misrepresentation at the time of purchase, a purchaser in Newfoundland and Labrador has, in addition to any other right that the purchaser may have under law and without regard to whether the purchaser relied on the Misrepresentation, a right of action for damages against the Trust, and every person performing a function or occupying a position with respect to the Trust which is similar to that of a director of a company at the date of this Supplement, for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Trust (in which case the purchaser will cease to have a right of action for damages), provided that:

(a) no action shall be commenced to enforce the foregoing rights:

(i) in the case of an action for rescission, more than 180 days after the date of the transaction that gave rise to the cause of action; or

(ii) in the case of any action, other than an action for rescission, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action; or (ii) three years after the date of the transaction that gave rise to the cause of the action;

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(b) no person or company will be liable if the person or company proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(c) no person or company (other than the Trust) will be liable if:

(i) the person or company proves that this Supplement was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Trust that it was sent without the knowledge and consent of the person or company;

(ii) the person or company proves that the person or company, on becoming aware of any Misrepresentation in this Supplement, withdrew the person’s or company’s consent to this Supplement and gave reasonable notice of the withdrawal to the Trust and the reason for it;

(iii) with respect to any part of this Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or statement of an expert, the person or company proves that they did not have any reasonable grounds to believe and did not believe that: (i) there had been a Misrepresentation; or (ii) the relevant part of this Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; and

(iv) with respect to any part of this Supplement not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation; or (ii) believed that there had been a Misrepresentation;

(d) a person or company is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following:





(e) in an action for damages, the defendant will not be liable for all or any part of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation; and

(f) in no case shall the amount recoverable exceed the price at which the Units were offered to the purchaser under this Supplement.

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Rights for Purchasers in Prince Edward Island

If this Supplement, together with any amendment to this Supplement, delivered to a purchaser resident in Prince Edward Island contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the Misrepresentation and will have a right of action against the Trust, and every person performing a function or occupying a position with respect to the Trust which is similar to that of a director of a company at the date of this Supplement, for damages or, alternatively, while still the owner of the Units, for rescission against the Trust, provided that:

(a) no action shall be commenced to enforce the foregoing rights:


(ii) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;

(b) no person or company will be liable if the person or company proves that the purchased the Units with knowledge of the Misrepresentation;

(c) no person or company (other than the Trust) will be liable if it proves that (i) the Supplement was delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (ii) after the delivery of the Supplement and before the purchase of the Units by the purchaser, on becoming aware of any Misrepresentation in the Supplement, the person or company withdrew the person’s or company’s consent to the Supplement and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(d) no person or company (other than the Trust) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation;

(e) a person is not liable in an action for a Misrepresentation in forward-looking information if:




24



(f) in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and

(g) in no case shall the amount recoverable exceed the price at which the Units were sold to the purchaser.

Rights for Purchasers in Northwest Territories

If this Supplement, together with any amendment to this Supplement, delivered to a purchaser resident in the Northwest Territories contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the purchaser will have, without regard to whether the purchaser relied on the Misrepresentation, a right of action against the Trust, and every person performing a function or occupying a position with respect to the Trust which is similar to that of a director of a corporation at the date of this Supplement, for damages or, alternatively, while still the owner of the Units, for rescission against the Trust, provided that: (a) no action shall be commenced to enforce the foregoing rights:


(ii) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;

(b) no person or company will be liable if the person or company proves that the purchased the Units with knowledge of the Misrepresentation;

(c) no person (other than the Trust) will be liable if it proves that (i) the Supplement was delivered to the purchaser without the person’s knowledge or consent and that, on becoming aware of its delivery, the person gave reasonable general notice that it was delivered without the person’s knowledge or consent, (ii) after the delivery of the Supplement and before the purchase of the Units by the purchaser, on becoming aware of any Misrepresentation in the Supplement, the person withdrew the person’s consent to the Supplement and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(d) no person (other than the Trust) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation;

(e) a person is not liable in an action for a Misrepresentation in forward-looking information if:


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(ii) the person had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information;

(f) in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and

(g) in no case shall the amount recoverable exceed the price at which the Units were sold to the purchaser.

General

The foregoing summaries are subject to the express provisions of the applicable securities legislation and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions.

Amended and Restated September 22, 2011

This Supplement is a supplement to the Offering Memorandum of Portland India Select Business Portfolio Ltd. which is incorporated by reference herein and as such this Supplement must be read in conjunction with the text of such Offering Memorandum.

AMENDED AND RESTATED

OFFERING MEMORANDUM SUPPLEMENT

OF


supplementing the Offering Memorandum of


(An open-ended investment company registered in the Cayman Islands as an exempted company under the laws of the Cayman Islands - Registered Number 243561)

Dated September 22, 2011 Amending and restating

the offering memorandum dated January 25, 2011

Relating only to a continuous offering of redeemable participating shares (the “Shares”), issuable in classes at an initial issue price of US$1,000.00 and thereafter at Net Asset Value

The Shares are not registered for sale and there will be no public offering of the Shares. No offer to sell or solicitation of an offer to buy will be made in any jurisdiction in which such offer or solicitation would be unlawful. This Supplement has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Canadian Feeder and may not be reproduced or used for any other purpose.

THE CANADIAN FEEDER IS A REGULATED MUTUAL FUND FOR THE PURPOSES OF THE MUTUAL FUNDS LAW (REVISED) OF THE CAYMAN ISLANDS. THE CANADIAN FEEDER IS REGISTERED WITH THE CAYMAN ISLANDS MONETARY AUTHORITY PURSUANT TO SECTION 4(3) OF THAT LAW AND THE PRESCRIBED DETAILS IN RESPECT OF THIS SUPPLEMENT AND THE MEMORANDUM HAVE BEEN FILED WITH THE MONETARY AUTHORITY. SUCH REGISTRATION DOES NOT IMPLY THAT THE MONETARY AUTHORITY IN THE CAYMAN ISLANDS HAS APPROVED THIS SUPPLEMENT AND THE MEMORANDUM OR THE OFFERING OF SHARES HEREUNDER. FOR A SUMMARY OF THE CONTINUING REGULATORY OBLIGATIONS OF THE CANADIAN FEEDER AND A DESCRIPTION OF THE REGULATORY POWER OF THE CAYMAN ISLANDS MONETARY AUTHORITY SEE THE SECTION ENTITLED “NOTICES - CAYMAN ISLANDS REGULATION” OF THIS SUPPLEMENT.

THERE IS NO FINANCIAL OBLIGATION OR COMPENSATION SCHEME IMPOSED ON OR BY THE GOVERNMENT OF THE CAYMAN ISLANDS IN FAVOUR OF OR AVAILABLE TO THE INVESTORS OF THE CANADIAN FEEDER.

The Shares may not be offered to the public in the Cayman Islands, unless the Shares are listed on the Cayman Islands Stock Exchange. The term “public in the Cayman Islands” does not include (a) a sophisticated person; (b) a high net worth person; (c) a person specified in paragraph 3 or 4 of

APPENDIX A


2

the Fourth Schedule to the Securities Investment Business Law (Revised); (d) an exempted or ordinary non-resident company registered under the Companies Law (Revised), or a foreign company registered under Part IX of that law, or any such company acting as general partner of a partnership registered under section 9(1) of the Exempted Limited Partnership Law (Revised), or any director or officer of the same acting in such capacity; or (e) the trustee of any trust registered or capable of registration under section 74 of the Trusts Law (Revised) acting in such capacity.

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CANADIAN FEEDER

This Supplement to the Offering Memorandum (the “Memorandum”) of Portland India Select Business Portfolio Ltd. (the “Company”) sets forth the additional terms and conditions of the offering of redeemable non-voting participating shares (the “Shares”) of Portland India Select Business Portfolio Inc. (the “Canadian Feeder”), a regulated mutual fund for the purposes of The Mutual Fund Law (Revised) of the Cayman Islands. This Supplement is an integral part thereof and must be read together with the full text of the Memorandum. This summary is necessarily incomplete and is qualified in its entirety by reference to the provisions of the Memorandum. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Memorandum. Except to the extent that the offering of the Shares of the Canadian Feeder is varied by this Supplement and the Memorandum and Articles of Association of the Canadian Feeder, the Shares of the Canadian Feeder are being offered for sale on exactly the same terms as the shares of the Company, with the intention that shareholders in the Canadian Feeder are treated, to the greatest extent possible, as if they were direct investors in the Company. Accordingly, features (including subscription, transfer and redemption details, fees, the Cashflow Distribution Option and procedures) of the Canadian Feeder not detailed herein shall be deemed to be identical to those of the Company as set forth in the Memorandum.


Portland India Select Business Portfolio Inc. (the “Canadian Feeder”) is an exempted company incorporated with limited liability in the Cayman Islands on July 26, 2010, under the Companies Law (Revised). The Canadian Feeder is registered as a mutual fund pursuant to Section 4(3) of the Mutual Funds Law with the Authority. The Canadian Feeder’s registered office is the same as the Company. The Canadian Feeder is authorized to issue shares for an aggregate consideration of up to US$1,000,000,000, such shares being issued in classes which include participating redeemable non-voting shares and 100 non-participating non-redeemable founder shares with an issue price of US$1.00 each. The Shares are being offered to Canadian investors only. The Canadian Feeder will invest substantially all of its assets in shares of the Company, an exempted company incorporated with limited liability in the Cayman Islands on July 15, 2010 under the Companies Law (Revised).

Investment Strategy and Objective

The investment strategy of the Canadian Feeder is to invest all, or substantially all, of its net assets in the Company. Given the nature of the investment strategy of the Canadian Feeder, it will not appoint an independent investment advisor and accordingly the Board of Directors will direct that the net assets of the Canadian Feeder are invested in the Company from time to time. The fundamental investment objective of the Company is to earn attractive returns by investing primarily in a select number of Indian businesses.

The Offering The Canadian Feeder is offering to Canadian investors, through this Supplement and the Memorandum, participating redeemable non-voting shares (the “Shares”) in three classes, Class A, Class B and Class O, on the terms described in this Supplement. The Shares are being distributed only pursuant to available prospectus exemptions in the provinces of Canada and the Northwest Territories to investors (a) who are accredited investors under National Instrument 45-106 – Prospectus and Registration Exemptions, (b) who invest a minimum of $150,000 in the Canadian Feeder (however this exemption will not be made available in Alberta). Class A Shares are available for investors making purchases of Shares of up to US$1,000,000. Class B Shares are available for investors making purchases above US$1,000,000 and up to US$20,000,000. Class O Shares are available for institutional investors or other large investors or discretionary managed accounts of the Investment Adviser. The net assets of Class A, Class B and Class O Shares will be invested in the Class A, Class B and Class O shares of the Company, respectively.

As more fully described in the Memorandum, the Company will invest primarily in Indian businesses and other Indian securities through a Mauritius based company, Portland India

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Select Business Mauritius Portfolio Ltd. (the “Mauritius Company”). For a period of time, the Mauritius Company was not fully licensed for investments into India. During this period, the Company held the subscriptions in cash, as permitted by the interim investment objective adopted by the Company, The Mauritius Company has since obtained its license to invest in India.

Investment Advisory Fee

The Class O Shareholders will pay directly to the Investment Adviser on the last Valuation Date in each month, in arrears, a fee (the “Investment Advisory Fee”) which will be negotiated on a case by case basis with each Shareholder.

The net assets of the Class A and Class B Shares will be invested in shares of Class A and Class B of the Company respectively, and these classes of the Company pay a monthly fee to the Investment Adviser as set out in the Memorandum. Accordingly, no fees are payable directly to the Investment Adviser by Class A and Class B Shareholders.

Investment Advisory Fees will be collected through the automatic redemption of Shares, unless a Shareholder has made alternative arrangements with the Investment Adviser for the payment of the Investment Advisory Fees.

Investment Advisory Fees are subject to GST or HST.

Performance Fee Each Shareholder shall also pay the Investment Adviser a performance fee (the “Performance Fee”) on the Shares held by them on the last Business Day of each year, on termination of the Investment Advisory Agreement (each a “Performance Valuation Date”) and on the date any of their Shares are redeemed (including redemptions in connection with the Cash Distribution Option). Performance Fees are paid directly by the Shareholders and are not charged to the Canadian Feeder. The amount of the Performance Fee payable by each Shareholder is set forth in the relevant Shareholder’s Subscription Agreement and generally will be equal to the following:

(i) in the case of Class A Shares, 20% of the increase, if any, from the High Water Mark (as defined below) for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date);

(ii) in the case of Class B Shares, 10% of the increase, if any, from the High Water Mark (as defined below) for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date); and

(iii) the Performance Fee for Class O Shares will be negotiated on a case by case basis with each Shareholder.

Performance Fees will be collected through the automatic redemption of Shares, unless a Shareholder has made alternative arrangements with the Investment Adviser for the payment of the Performance Fees.

Performance Fees are subject to GST or HST.

“High Water Mark” means the net proceeds paid to the Canadian Feeder in respect of such Shares, (excluding any reinvestments of a dividend paid by the Canadian Feeder) initially, but thereafter adjusted from time to time to equal the aggregate NAV of such Shares immediately following the payment of a Performance Fee to the Investment Adviser on a Performance Valuation Date in respect of such Shares, in each case less the amount of any dividend paid on such Shares by the Canadian Feeder during the initial period or since the last payment of a Performance Fee which is not reinvested in Shares. In the case of partial redemption of Shares, the High Water Mark of the Shares redeemed will be determined on a pro rata basis based on the percentage of total Shares held by the Shareholder that are redeemed.

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Initial Sales Commission

Agents who have participated in the marketing of Shares of the Canadian Feeder may charge an initial sales commission of up to 3% of the value of the Shares purchased. Initial sales commissions will be charged directly to the investor and will not be paid by the Canadian Feeder.


The Investment Adviser may pay a referral or trailer fee from time to time to agents who participated in the marketing of Shares. Payments are made monthly or quarterly at an annual rate calculated as a percentage of the value of the Shares held by the dealer’s clients. Referral or trailer fees are paid in accordance with the following schedule. The amounts shown are inclusive of taxes, where applicable.

Class A 0.6% of the NAV per Share (60 bps )

Class B 0.35% of the NAV per Share (35 bps)

Class O Negotiated

Organizational and Operating Expenses

The expenses incurred in respect of the formation of the Canadian Feeder and the offering of Shares will be paid by the Canadian Feeder and amortized over a 3 year period for purposes of the calculation of NAV of the Canadian Feeder.

The Canadian Feeder is responsible for certain operating expenses incurred by and on behalf of the Canadian Feeder, with respect to all the normal recurring expenses of its operations and business, including, without limitation, expenses relating to the continuing offering of Shares, banking fees, insurance premiums, taxes, interest expense on borrowings, commitment fees, any third party consulting or research related expenses, the cost of business travel related to the Canadian Feeder’s operations and investment due diligence, auditors fees, printing costs, legal fees, registrar and transfer agent fees, company secretarial fees, trustee, enforcer and other fees related to Select STAR Trust, the Administrator’s fees, custodial fees, accounting and valuation fees, government registration fees and other similar expenses. The Canadian Feeder will also reimburse the Directors for any reasonable out-of-pocket expenses incurred in carrying out their duties as Directors, and will pay all Directors an annual fee (currently US$5,000).

Class-Specific Expenses. In most cases, fees and expenses of the Canadian Feeder are borne proportionately by all Classes of Shares. Certain fees and expenses will be incurred which are specific to a Class of Shares and will be borne by Shares of that Class only.

Additional Share Classes

The Board of Directors may from time to time in their absolute discretion create and issue Shares in additional classes or series with differing Investment Advisory Fees, Performance Fees, redemption provisions, voting rights and other features particular to each class or series.

Select STAR Trust All of the founder shares of the Canadian Feeder are held by Select STAR Trust. Select STAR Trust is independent of the Investment Adviser. Codan Trust Company (Cayman) Limited, the trustee of Select STAR Trust, is to carry out the business plan of the trust. The business plan of the trust provides a mechanism for holding the founder shares of the Canadian Feeder and to exercise the voting rights attached to such shares to procure that, among other things, the principal objectives of the Canadian Feeder and the Company remain those as set out in this Supplement and the Memorandum.

Secretary and Board of Directors

The Canadian Feeder has the same Secretary and three Directors on its Board of Directors as the Company.

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The Board of Directors is responsible for the overall management of the business of the Canadian Feeder. The Directors have delegated certain duties to certain service providers, subject to overall supervision and direction by the Directors, as described in further detail in this Supplement. The Board of Directors also has the right to terminate any of the Canadian Feeder’s service agreements in accordance with the terms of those agreements.

Administrator, Auditors and Legal Counsel

The administrator, auditors and legal counsel of the Canadian Feeder are the same as those appointed for the Company.

Base Currency The Canadian Feeder reports its results and transacts subscriptions and redemptions in US Dollars. The value of all Canadian Feeder property valued in a currency other than the US Dollar and all liabilities and obligations of the Canadian Feeder payable by the Canadian Feeder in a currency other than the US Dollar shall be converted into US Dollars by applying the rate of exchange obtained from Bloomberg, or any other such similar source of rates of exchange as selected by the Administrator from time to time, to calculate Net Asset Value.

Fiscal Year The Canadian Feeder’s fiscal year-end shall be December 31. In the case of the first fiscal year, the period beginning on the date of commencement of operations of the Canadian Feeder ending on December 31, 2011. In the case of subsequent fiscal years, the period beginning on January 1 of each year and ending on December 31 of that year, or such other period or periods as the Directors may from time to time determine.

Variation of Rights of Class A & B Shareholders

The rights attached to any then existing Class A or Class B Shares (unless otherwise provided by the terms of issue of the shares of that Class) may, whether or not the Canadian Feeder is being wound up, be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of the Class A or Class B Shares or by a special resolution (i.e. a resolution passed by a two-thirds majority of those persons present and entitled to vote in favour of the resolution) passed at a meeting of the Class A or Class B Shareholders. In either event, all holders of Class A or Class B Shares will be notified.

No Voting Rights for Class O Shareholders

Under no circumstances shall the Class O Shares have any voting rights attached to them.


The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Tax Act”) generally applicable to a purchaser of Shares pursuant to this offering. This summary is applicable only to a purchaser who, at all relevant times for purposes of the Tax Act, is an individual resident in Canada (other than a trust), deals at arm’s length with the Canadian Feeder, is not affiliated with the Canadian Feeder, will acquire and hold the Shares as capital property, and in relation to whom the Canadian Feeder is not a “foreign affiliate”, as defined in the Tax Act, (a “Shareholder”). Shares will generally be considered to be capital property to a purchaser unless the purchaser holds such securities in the course of carrying on a business or has acquired them in a transaction or transactions considered to be an adventure in the nature of trade.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Shares. The following description of income tax matters is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Shareholder. It does not address the tax considerations relevant to a Shareholder who borrows in order to acquire Shares. Prospective purchasers, particularly those for whom the Canadian Feeder may be a foreign affiliate under the Tax Act, are urged to consult their own income tax advisors with respect to the tax

7


consequences applicable to them based on their own particular circumstances.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder (the “Regulations”), all specific proposals to amend the Tax Act and the Regulations which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and the current published administrative policies and assessing practices of the Canada Revenue Agency (“CRA”). This summary assumes that the Tax Proposals will be enacted in the form currently proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account other federal or provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein.

No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that judicial, legislative or administrative changes will not modify or change the statements below.

The Canadian Feeder intends to conduct its affairs such that at all times it is not resident in Canada and does not carry on business in Canada, for the purposes of the Tax Act, and this summary assumes that the Canadian Feeder is not resident in Canada and does not carry on business in Canada, for the purposes of the Tax Act at all material times.

For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Shares denominated in a currency other than the Canadian currency must be expressed in Canadian dollars, based on the applicable rate of exchange quoted by the Bank of Canada at noon on the relevant date or such other rate of exchange as is acceptable to CRA.

Shareholders should consult with their own tax advisors regarding the deductibility of Investment Advisory Fees and Performance Fees paid by Shareholders directly to the Investment Adviser.

Dividends

Any dividends received on the Shares by a Shareholder will be included in the Shareholder’s income and will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations. The amount of any such dividends will not be reduced by the amount of any foreign tax withheld.

Dispositions

A Shareholder who disposes of, or is deemed to dispose of, Shares (including on a redemption of Shares) will realize a capital gain (or sustain a capital loss) to the extent that the Shareholder’s proceeds of disposition of such Shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such Shares to the Shareholder immediately before the disposition. In computing the adjusted cost base to a Shareholder of a Share at a particular time, any amount of income imputed to the Shareholder in respect of a Share as a result of the application of the rules described below under “Offshore Investment Fund Property Rules” that was required to be included in computing the income of the Shareholder for a taxation year beginning before that time will be added to the cost of the Shares.

One-half of any such capital gain (“taxable capital gain”) realized by a Shareholder will be included in the Shareholder’s income for the year of disposition. One-half of any such capital loss (“allowable capital loss”) realized generally may be deducted by the Shareholder against taxable capital gains realized by the Shareholder for the year of disposition. Any excess of allowable capital losses over taxable capital gains for the year of disposition generally may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains in those other years, to the extent and in the

8


circumstances prescribed in the Tax Act.

Capital gains realized by a Shareholder may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Offshore Investment Fund Property Rules

The Tax Act contains rules which, in certain circumstances, may require a Shareholder to include an amount in income in each taxation year in respect of the acquisition and holding of a Share. These rules apply to a Shareholder if both of two conditions are satisfied.

The first condition is that the value of the Share may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (vii) rights or options to acquire or dispose of any of the foregoing, or (viii) any combination of the foregoing (“Investment Assets”). The shares of the Company held by the Canadian Feeder and the securities owned by the Mauritius Company will likely be “portfolio investments” for the purposes of this condition.

The second condition is that it must be reasonable to conclude that one of the main reasons for the Shareholder acquiring or holding a Share was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act had the income, profits and gains been earned directly by the Shareholder. In making this determination, the Tax Act provides that regard must be had to all of the circumstances, including: (i) the nature, organization and operation of the Canadian Feeder and any other non-resident entity and the terms and conditions of the Share, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of the Canadian Feeder and any other non-resident entity are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such amounts if they were earned directly by the Shareholder, and (iii) the extent to which any income, profits and gains of the Canadian Feeder and any other non-resident entity for any fiscal period are distributed in that or the immediately following fiscal period.

Where these rules apply, a Shareholder generally will be required to include in income for each taxation year in which the Shareholder owns a Share the amount, if any, by which (1) an imputed return for the taxation year computed on a monthly basis and calculated as the product obtained when the Shareholder’s "designated cost" (within the meaning of the Tax Act) of the Share at the end of the month, is multiplied by 1/12th of the applicable prescribed rate for the period that includes such month, exceeds (ii) any dividends or other amounts included in computing the Shareholder's income for the year (other than a capital gain) in respect of the Share determined without reference to these rules. Any amount required to be included in computing a Shareholder’s income under these provisions will be added to the adjusted cost base to the Shareholder of its Shares. A Shareholder who realizes a capital loss on the disposition of a Share will not be entitled to claim any deduction, notwithstanding that the Shareholder may have been required to include an amount in income under these rules in connection with holding the Shares.

For these purposes, the designated cost to a Shareholder of Shares at any particular time in a taxation year will generally include, among other things, the Shareholder’s initial cost of acquisition of the Shares and the total of all amounts required to be included in computing the Shareholder's income as imputed income in respect of a Share under these rules for a preceding taxation year. Subject to the comments below, the prescribed rate for purposes of these computations is the amount determined under the Regulations on a quarterly basis

9


as the average equivalent yield of Government of Canada 90-day treasury bills (rounded to the next highest whole percentage) sold during the first month of the immediately preceding quarter (the “Base Rate”).

In the 2010 Federal Budget, the Minister of Finance (Canada) announced that certain prior Tax Proposals relating to the taxation of Canadian residents investing in certain “foreign investment entities”, which were intended to replace the Offshore Investment Fund Property Rules, will not be implemented. The Minister of Finance (Canada) also announced a revised proposal to amend the existing Offshore Investment Fund Property Rules to increase the applicable prescribed rate to the Base Rate plus two percentage points for taxation years ending after March 4, 2010. In addition, the Minister of Finance (Canada) indicated that revised legislation implementing the new proposal will be released for public consultation.

These rules are complex and their application depends, to a large extent, on the reasons for a Shareholder acquiring or holding Shares. Shareholders are urged to consult their own tax advisors regarding the application and consequences of these rules in their own particular circumstances.

Foreign Property Information Reporting

In general, a Shareholder whose total cost amount of “specified foreign property”, as defined in the Tax Act, at any time in the taxation year exceeds C$100,000 is required to file an information return for the taxation year disclosing prescribed information, including the cost amount, any income in the year, and any capital gains or losses realized in the year in respect of such property. The Shares will be specified foreign property to a Shareholder. The reporting rules in the Tax Act are complex and this summary does not purport to explain all circumstances in which reporting may be required by a Shareholder. Accordingly, Shareholders should consult their own tax advisors regarding compliance with these rules.


In order to comply with legislation or regulations aimed at the prevention of money laundering the Canadian Feeder is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, the Canadian Feeder may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

The Canadian Feeder, and the Administrator on the Canadian Feeder’s behalf, reserve the right to request such information as is necessary to verify the identity of a subscriber, unless in any particular case the Directors, or the Administrator on the Canadian Feeder’s behalf, are satisfied that an exemption applies under the Money Laundering Regulations (Revised) of the Cayman Islands (the “AML Regulations”). Depending on the circumstances of each application, a detailed verification of identity might not be required where:




For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the AML Regulations by reference to those jurisdictions recognised by the Cayman Islands Monetary Authority as

10


having equivalent anti-money laundering regulations.

In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Canadian Feeder, or the Administrator on the Canadian Feeder’s behalf, may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

The Canadian Feeder, and the Administrator on the Canadian Feeder’s behalf, also reserve the right to refuse to make any redemption payment to a Shareholder if the Directors or the Administrator suspect or are advised that the payment of redemption proceeds to such Shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by the Canadian Feeder or the Administrator with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects that another person is engaged in money laundering or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business the person will be required to report such belief or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Criminal Conduct Law (Revised) of the Cayman Islands if the disclosure relates to money laundering, or (ii) to a police officer of the rank of constable or higher pursuant to the Terrorism Law (Revised) of the Cayman Islands if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

If the Investment Adviser, the Administrator or any governmental agency believes that the Canadian Feeder has accepted subscriptions for Shares by, or is otherwise holding assets of, any person or entity that is acting directly or indirectly, in violation of a U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker, or senior foreign political figure(s) suspected in engaging in foreign corruption, the Directors, in consultation with the Investment Adviser, or such governmental agency may freeze the assets of such person or entity invested in the Canadian Feeder or suspend their redemption rights. The Canadian Feeder may also be required to remit or transfer those assets to a governmental agency.

By subscribing, prospective investors consent to the disclosure by the Canadian Feeder and the Administrator of any information about them to regulators and others upon request in connection with money laundering and similar matters, both in the Cayman Islands and in other jurisdictions.

NOTICES

The Shares offered hereby will be issued only on the basis of the information and representations contained in this Supplement and the Memorandum, including the Appendices attached to the Memorandum, and no other information or representation has been authorised. Any purchase made by any person on the basis of statements or representations not contained herein or therein or inconsistent with information contained herein shall be solely at the risk of the purchaser. In relation to any offer of shares subsequent to the date hereof, neither delivery of this Supplement and the Memorandum nor anything stated herein or therein should be taken to imply that any information contained herein or therein has not been altered or amended by supplement or resolution of the Directors. The Canadian Feeder will circulate any and all such supplements in conjunction with the Memorandum to prospective investors as they become available.

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Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries to whose jurisdiction they may be subject for the acquisition, holding or disposal of Shares and any foreign exchange restrictions which may be relevant to them. Shares which are acquired by persons not entitled to hold them in accordance with the provisions contained herein may be compulsorily redeemed. No Shares may be transferred without the prior written consent of the Directors and the Administrator.

The distribution of this Supplement and the Memorandum may be restricted by law in certain countries. Persons to whose attention this Supplement and the Memorandum may come are required to inform themselves of and to observe any such restrictions. This Supplement and the Memorandum does not constitute an offer or solicitation to any person 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 offer or solicitation. This Supplement and the Memorandum is not and should not be considered as an invitation to the public in the Cayman Islands to subscribe for any Shares.

The minimum initial investment in the Canadian Feeder is US$110,000. The Board of Directors of the Company shall not accept an initial subscription of less than US$100,000 or the minimum as prescribed by the Mutual Funds Law from time to time. Any prospective investor must be a Canadian. Any additional subscriptions by a Shareholder may be for US$25,000 or such lesser amounts as may be determined by the Directors. The Directors may reject a subscription for any reason and are not obliged to disclose the reason, or reasons, for rejecting any subscription application. Any subscription proceeds submitted with a Subscription Agreement and Application Form that is rejected by the Canadian Feeder shall be returned by wire transfer (with charges for the account of the recipient) to the subscriber’s account at the Remitting Financial Institution, subject to the applicability of any anti-money laundering procedures, without interest or deduction.

Subscribers will be required to complete the Subscription Agreement and Application Form available from the Investment Adviser. A subscriber may be required, upon the request of the Administrator, to provide such information as the Administrator deems necessary to substantiate the accuracy of any subscriber’s representations.

Acquiring Shares may expose an investor to a significant risk of losing all of the amount invested. The Canadian Feeder is a limited liability company and any person who acquires Shares will not thereby be exposed to any significant risk of incurring additional liability. Prospective investors should be aware that the value of investments as reflected in the Net Asset Value per Share can go down as well as up and the attention of investors is drawn to Section 6 - “Risk Factors” of the Memorandum. Any person who is in any doubt about investing in the Canadian Feeder should consult an authorised person specialising in advising on such investments.

No person is authorised to make representations or to give any information with respect to the Canadian Feeder, the Company or the offering of Shares made hereby, unless authorised by the Administrator or the Directors. This Supplement and the Memorandum supersede any written or verbal information relating to any offering of Shares issued prior to the date of this Supplement and the Memorandum.

Prospective investors are not to construe the contents of this Supplement and the Memorandum as legal or investment advice. Each investor should consult his own attorneys, accountants and/or other advisers regarding this investment.

Cayman Islands Regulation The Canadian Feeder falls within the definition of a "mutual fund" in terms of the Mutual Funds Law (Revised) of the Cayman Islands (the "Mutual Funds Law") and accordingly it is regulated in terms of the

12


Mutual Funds Law. However, the Canadian Feeder is not required to be licensed or to employ a licensed mutual fund administrator since the minimum interest purchasable by a prospective investor in the Canadian Feeder is equal to or exceeds US$100,000 or its equivalent in any other currency. Accordingly, the obligations of the Canadian Feeder are:

(a) to register the Canadian Feeder with the Cayman Islands Monetary Authority of the Cayman Islands (the "Monetary Authority") appointed in terms of the Mutual Funds Law;

(b) to file with the Monetary Authority prescribed details of this Supplement and the Memorandum and any changes to them;

(c) to file annually with the Monetary Authority accounts audited by an approved auditor;

(d) to file annually with the Monetary Authority an annual return; and

(e) to pay a prescribed registration fee.

As a regulated mutual fund, the Canadian Feeder is subject to the supervision of the Monetary Authority and the Monetary Authority may at any time instruct the Canadian Feeder to have its accounts audited and to submit them to the Monetary Authority within such time as the Monetary Authority specifies. In addition, the Monetary Authority may ask the Board of Directors to give the Monetary Authority such information or such explanation in respect of the Canadian Feeder as the Monetary Authority may reasonably require to enable it to carry out its duty under the Mutual Funds Law.

The Canadian Feeder must give the Monetary Authority access to or provide at any reasonable time all records relating to the Canadian Feeder and the Monetary Authority may copy or take an extract of a record it is given access to. Failure to comply with these requests by the Monetary Authority may result in substantial fines being imposed on the Canadian Feeder and may result in the Monetary Authority applying to the court to have the Canadian Feeder wound up.

The Monetary Authority is prohibited by the Mutual Funds Law from disclosing any information relating to the affairs of a mutual fund other than disclosure required for the effective regulation of a mutual fund or when required to by law or by the court.

The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Monetary Authority include inter alia the power to cancel the registration of the regulated mutual fund, to require the substitution of the directors, to appoint a person to advise the Canadian Feeder on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Canadian Feeder. There are other remedies available to the Monetary Authority including the ability to apply to the court for approval of other actions.

Pursuant to the terms of the Monetary Authority Law (Revised) of the Cayman Islands, the Canadian Feeder is required to provide to the Monetary Authority, on request, information and documents in accordance with the terms of that law. The Monetary Authority is empowered to provide the same to an overseas regulatory authority in accordance with the terms of that law.

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STATUTORY RIGHTS OF ACTION AND RESCISSION

In addition to and without derogation from any right or remedy that a purchaser of the Shares may have at law, securities legislation in certain of the provinces of Canada provides that a purchaser has or must be granted rights of rescission or damages, or both, where the offering memorandum and any amendment thereto contains a misrepresentation. However, such rights and remedies, or notice with respect thereto, must be exercised by the purchaser within the time limits prescribed by the applicable securities legislation.

Generally, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement in this Supplement or any amendment hereto not misleading in light of the circumstances in which it was made. A “material fact” means a fact that would reasonably be expected to have a significant effect on, the market price or value of the Shares. The meaning of “misrepresentation” and “material fact” may differ slightly depending on the law in your jurisdiction.

In most jurisdictions there are defences available to the persons or companies that a purchaser may have a right to sue. In particular, in many jurisdictions, the person or company that a purchaser sues, will not be liable if the purchaser knew of the misrepresentation when the purchaser purchased the securities. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limit prescribed by the applicable securities legislation

The following is a summary of the rights of rescission or damages, or both, available to investors under the securities legislation of certain provinces of Canada. Purchasers should refer to the applicable provisions of the securities legislation of their province of residence for the particulars of statutory rights, if any, available to them in their province, or consult with a legal adviser.

Rights for Purchasers in Ontario

If this Supplement, together with any amendment hereto, delivered to a purchaser of Shares resident in Ontario contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Shares by such purchaser, the purchaser will have, without regard to whether the purchaser relied on such Misrepresentation, a right of action against the Canadian Feeder for damages or, while still the owner of the Shares purchased by that purchaser, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Canadian Feeder, provided that:

1. the Canadian Feeder shall not be held liable pursuant to either right of action if the Canadian Feeder proves the purchaser purchased the Shares with knowledge of the Misrepresentation;

2. in an action for damages, the Canadian Feeder is not liable for all or any portion of such damages that it proves do not represent the depreciation in value of the Shares acquired by the purchaser as a result of the Misrepresentation relied upon;

3. the Canadian Feeder will not be liable for a Misrepresentation in forward-looking information if the Canadian Feeder proves that:

(a) this Supplement contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material

14


factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the Canadian Feeder has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information;

4. in no case shall the amount recoverable pursuant to such right of action exceed the purchase price of the Shares acquired; and

5. no action may be commenced to enforce such right of action more than:

(a) in the case of an action for rescission 180 days after the date of the acceptance of the purchaser’s Subscription Agreement by the Canadian Feeder; or

(b) in the case of an action for damages, the earlier of:

(i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or

(ii) three years after the date of the acceptance of the purchaser’s Subscription Agreement by the Canadian Feeder.

The foregoing rights do not apply if the purchaser purchased Shares using the “accredited investor” exemption and is:

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act;

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(c) a Schedule III bank;

(d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(e) a subsidiary of any person referred to in paragraphs (a) to (d) above, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

Rights for Purchasers in Saskatchewan

If this Supplement or any amendment thereto or advertising or sales literature used in connection therewith delivered to a purchaser resident in Saskatchewan contains a Misrepresentation at the time of purchase, a purchaser will be deemed to have relied upon that Misrepresentation and will have a right of action for damages against the Canadian Feeder, the promoters and every person performing a function or occupying a position with respect to the Canadian Feeder which is similar to that of a director of a company, and every person who or company that sells the Shares on behalf of the Canadian Feeder under

15


this Supplement or amendment thereto, or, alternatively, a purchaser may elect to exercise a right of rescission against the Canadian Feeder, provided that among other limitations:

1. no person or company is liable, nor does a right of rescission exist, where the person or company proves that the purchaser purchased the Shares with knowledge of the Misrepresentation;

2. in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied on;

3. in no case shall the amount recoverable exceed the price at which the Shares were sold to the investor; and

4. no action shall be commenced to enforce these rights more than:

(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any action, other than an action for rescission, the earlier of one year after the purchaser first had knowledge of the facts giving rise to the cause of action or six years after the date of the transaction that gave rise to the cause of action.

5. A person or company is not liable in an action for a misrepresentation in forward-looking information if the person or company proves that:




(b) the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

6. no person or company (excluding the Canadian Feeder) will be liable if the person or company proves that (i) the Supplement was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of its sending or delivery, the person or company immediately gave reasonable general notice to the Canadian Feeder that it was sent or delivered without the person’s or company’s knowledge, (ii) on becoming aware of any Misrepresentation, the person or company withdrew the person’s or company’s consent to the Supplement and gave reasonable general notice to the Canadian Feeder of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of or extract from the report, opinion or statement of the expert;

16


7. no person or company (but excluding the Canadian Feeder) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert, or to be a copy of or an extract from a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed there had been a Misrepresentation;

The Canadian Feeder shall amend the Supplement if the distribution of the Shares has not been completed and (i) there is a material change in the affairs of the Canadian Feeder, (ii) it is proposed that the terms or conditions of the offering described in the Supplement be altered, or (iii) Shares are to be distributed in addition to the Shares previously described in the Supplement. A purchaser that receives an amended Supplement has the right to withdraw from the agreement to purchase the Shares by delivering a notice to the person who or company that is selling the Shares, indicating the purchaser’s intention not to be bound by the purchase agreement. A purchaser must deliver the notice of withdrawal within two business days after receiving the amended Supplement.

These rights are subject to certain defences as more particularly described in The Securities Act, 1988 (Saskatchewan).

Rights for Purchasers in Manitoba

If this Supplement delivered to a purchaser of Shares resident in Manitoba contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Shares by such purchaser, the purchaser will be deemed to have relied on such Misrepresentation and will have a right of action against the Canadian Feeder and every person performing a function or occupying a position with respect to the Canadian Feeder which is similar to that of a director of a company, for damages or for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Canadian Feeder, provided that among other limitations:

1. the Canadian Feeder will not be liable if it proves that the purchaser purchased the Shares with knowledge of the Misrepresentation;

2. in the case of an action for damages, the Canadian Feeder will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the Shares as a result of the Misrepresentation;

3. other than with respect to the Canadian Feeder, no person or company is liable if the person or company proves

(i) that this Supplement was sent to the purchaser without the person’s or company’s knowledge or consent; and

(ii) that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the Canadian Feeder that it was sent without the person’s or company’s knowledge and consent;

4. other than with respect to the Canadian Feeder, no person or company is liable if the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person’s or company’s consent to this Supplement and gave reasonable notice to the Canadian Feeder of the withdrawal and the reason for it;

5. other than with respect to the Canadian Feeder, no person or company is liable with respect to any part of this Supplement not purporting to be made on an expert’s authority and not purporting to

17


be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company:

(i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or

(ii) believed there had been a Misrepresentation;

6. in no case will the amount recoverable in any action exceed the price at which the Shares were sold to the purchaser; and

7. the right of action for rescission or damages will be exercisable only if the purchaser commences an action to enforce such right, not later than:

(i) in the case of an action for rescission, 180 days after the date of purchase of the Shares; or

(ii) in the case of an action for damages, the earlier of (A) 180 days following the date the purchaser first had knowledge of the Misrepresentation, and (B) two years after the date of purchase of the Shares.

8. A person or company is not liable in an action for a Misrepresentation in forward-looking information if the person or company proves that:


1. reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

2. a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

If a Misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, this Supplement, the Misrepresentation is deemed to be contained in this Supplement.

Rights for Purchasers in Québec

Under legislation adopted but not yet in force in Québec, if this Supplement, together with any amendment to this Supplement, delivered to a purchaser of Shares resident in Québec contains a Misrepresentation, the purchaser will have (i) a right of action for damages against the Canadian Feeder, every person acting in a capacity with respect to the Canadian Feeder which is similar to that of a director of officer of a company and the dealer (if any) under contract to the Canadian Feeder, or (ii) a right of action against the Canadian Feeder for rescission of the purchase contract or revision of the price at which Shares were sold to the purchaser.

1. No person or company will be liable if it proves that:

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(a) the purchaser purchased the Shares with knowledge of the Misrepresentation; or

(b) in an action for damages, that it acted prudently and diligently (except in an action brought against the Canadian Feeder).

2. No person will be liable for a Misrepresentation in forward-looking information if the person proves that:

(a) this Supplement contains, proximate to the forward -looking information, reasonable cautionary language identifying the forward -looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and

(b) the person has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

3. No action may be commenced to enforce such a right of action:

(a) for rescission or revision of price more than three years after the date of the purchase; or

(b) for damages later than the earlier of:

1. three years after the purchaser first had knowledge of the facts giving rise to the cause of action, except on proof of tardy knowledge imputable to the negligence of the purchaser; or

2. five years from the filing of this Supplement with the Autorité des marchés financiers de Québec.

Rights for Purchasers in New Brunswick

Where this Supplement, or any amendment hereto, contains a Misrepresentation, a purchaser resident in New Brunswick to whom this Supplement has been delivered and who purchases the Shares shall be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase, and the purchaser has a right of action for damages against the Canadian Feeder or the purchaser may elect to exercise a right of rescission against the Canadian Feeder, in which case the purchaser shall have no right of action for damages against the Canadian Feeder, provided that, among other limitations:

1. in an action for rescission or damages, the defendant will not be liable if it proves that the purchaser purchased the Shares with knowledge of the Misrepresentation;

2. in an action for damages, the defendant is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied upon;

3. in no case shall the amount recoverable under the right of action described herein exceed the price at which the Shares were offered;

4. a person is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following:


19




(b) the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and

5. no action shall be commenced to enforce these statutory rights of action more than:

(a) in an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action; or

(b) in an action for damages, the earlier of: (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.

Rights for Purchasers in Nova Scotia

Where this Supplement or any amendment hereto or any advertising or sales literature contains a Misrepresentation, a purchaser resident in Nova Scotia to whom this Supplement has been delivered and who purchases the Shares shall be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase and the purchaser has a right of action for damages against the Canadian Feeder and, subject to certain additional defences, against every person acting in a capacity with respect to the Canadian Feeder which is similar to that of a director of a company, or alternatively, may elect to exercise a right of rescission against the Canadian Feeder, provided that, among other limitations:

1. in an action for rescission or damages, the defendant will not be liable if it proves that the purchaser purchased the Shares with knowledge of the Misrepresentation;

2. in an action for damages, the defendant is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied upon;

3. in no case shall the amount recoverable under the right of action described herein exceed the price at which the Shares were offered;

4. a person or company is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following things:



20




5. no person or company other than the Canadian Feeder is liable if the person or company proves that:

(a) this Supplement or the amendment to this Supplement was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent; or

(b) after delivery of this Supplement or the amendment to this Supplement and before the purchase of the Shares by the purchaser, on becoming aware of any Misrepresentation in this Supplement, or amendment to this Supplement, the person or company withdrew the person’s or company’s consent to this Supplement, or the amendment to this Supplement, and gave reasonable general notice of the withdrawal and the reason for it;

6. no action may be commenced to enforce a right of action more than 120 days:

(a) after the date on which payment was made for the Shares; or

(b) after the date on which the initial payment was made.

If a Misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, this Supplement or an amendment to this Supplement, the Misrepresentation is deemed to be contained in this Supplement or an amendment to this Supplement.

Rights for Purchasers in Newfoundland and Labrador

If this Supplement, together with any amendment to this Supplement or any record incorporated by reference in, or considered to be incorporated into this Supplement contains a Misrepresentation and it was a Misrepresentation at the time of purchase, a purchaser in Newfoundland and Labrador has, in addition to any other right that the purchaser may have under law and without regard to whether the purchaser relied on the Misrepresentation, a right of action for damages against the Canadian Feeder, and every person performing a function or occupying a position with respect to the Canadian Feeder which is similar to that of a director of a company at the date of this Supplement, for damages or, alternatively, while still the owner of the purchased Shares, for rescission against the Canadian Feeder (in which case the purchaser will cease to have a right of action for damages), provided that:

1. no action shall be commenced to enforce the foregoing rights:

(a) in the case of an action for rescission, more than 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any action, other than an action for rescission, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action; or (ii) three years after the date of the transaction that gave rise to the cause of the action;

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2. no person or company will be liable if the person or company proves that the purchaser purchased the Shares with knowledge of the Misrepresentation;

3. no person or company (other than the Canadian Feeder) will be liable if:

(a) the person or company proves that this Supplement was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Canadian Feeder that it was sent without the knowledge and consent of the person or company;

(b) the person or company proves that the person or company, on becoming aware of any Misrepresentation in this Supplement, withdrew the person’s or company’s consent to this Supplement and gave reasonable notice of the withdrawal to the Canadian Feeder and the reason for it;

(c) with respect to any part of this Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or statement of an expert, the person or company proves that they did not have any reasonable grounds to believe and did not believe that: (i) there had been a Misrepresentation; or (ii) the relevant part of this Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; and

(d) with respect to any part of this Supplement not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation; or (ii) believed that there had been a Misrepresentation;

4. a person or company is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following:





5. in an action for damages, the defendant will not be liable for all or any part of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation; and

6. in no case shall the amount recoverable exceed the price at which the Shares were offered to the purchaser under this Supplement.

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Rights for Purchasers in Prince Edward Island

If this Supplement, together with any amendment to this Supplement, delivered to a purchaser resident in Prince Edward Island contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the Misrepresentation and will have a right of action against the Canadian Feeder, and every person performing a function or occupying a position with respect to the Canadian Feeder which is similar to that of a director of a company at the date of this Supplement, for damages or, alternatively, while still the owner of the Shares, for rescission against the Canadian Feeder, provided that:



(b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;

2. no person or company will be liable if the person or company proves that the purchased the Shares with knowledge of the Misrepresentation;

3. no person or company (other than the Canadian Feeder) will be liable if it proves that (i) the Supplement was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (ii) after the delivery of the Supplement and before the purchase of the Shares by the purchaser, on becoming aware of any Misrepresentation in the Supplement, the person or company withdrew the person’s or company’s consent to the Supplement and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

4. no person or company (other than the Canadian Feeder) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation;

5. a person is not liable in an action for a Misrepresentation in forward-looking information if:



23




6. in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied upon; and

7. in no case shall the amount recoverable exceed the price at which the Shares were sold to the purchaser.

Rights for Purchasers in Northwest Territories

If this Supplement, together with any amendment to this Supplement, delivered to a purchaser resident in the Northwest Territories contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the purchaser will have, without regard to whether the purchaser relied on the Misrepresentation, a right of action against the Canadian Feeder, and every person performing a function or occupying a position with respect to the Canadian Feeder which is similar to that of a director of a corporation at the date of this Supplement, for damages or, alternatively, while still the owner of the Shares, for rescission against the Canadian Feeder, provided that:



(b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;

2. no person or company will be liable if the person or company proves that the purchased the Shares with knowledge of the Misrepresentation;

3. no person (other than the Canadian Feeder) will be liable if it proves that (i) the Supplement was sent to the purchaser without the person’s knowledge or consent and that, on becoming aware of its delivery, the person gave reasonable general notice that it was delivered without the person’s knowledge or consent, (ii) after the delivery of the Supplement and before the purchase of the Shares by the purchaser, on becoming aware of any Misrepresentation in the Supplement, the person withdrew the person’s consent to the Supplement and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part of the Supplement purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Supplement did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

4. no person (other than the Canadian Feeder) will be liable with respect to any part of the Supplement not purporting to be made on the authority of an expert or to be a copy of, or an

24


extract from, a report, an opinion or a statement of an expert unless the person (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation;

5. a person is not liable in an action for a Misrepresentation in forward-looking information if:




(b) the person had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information;

6. in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied upon; and

7. in no case shall the amount recoverable exceed the price at which the Shares were sold to the purchaser.

General

The foregoing summaries are subject to the express provisions of the applicable securities legislation and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions.

AMENDED AND RESTATED OFFERING MEMORANDUM

OF


(An open-ended investment company registered in the Cayman Islands as an exempted company under the laws of the Cayman Islands - Registered Number 243146)

Relating only to a continuous offering of redeemable participating shares (the “Shares”), issuable in classes of US$0.01 par value each

Dated September 22, 2011 amending and restating

the Offering Memorandum dated January 25, 2011

INVESTMENT ADVISER

Portland Investment Counsel Inc.

ADMINISTRATOR Deutsche Bank (Cayman) Limited

The Shares are not registered for sale and there will be no public offering of the Shares. No offer to sell or solicitation of an offer to buy will be made in any jurisdiction in which such offer or solicitation would be unlawful. This Offering Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Company and may not be reproduced or used for any other purpose.

THE COMPANY IS A REGULATED MUTUAL FUND FOR THE PURPOSES OF THE MUTUAL FUNDS LAW (REVISED) OF THE CAYMAN ISLANDS. THE COMPANY IS REGISTERED WITH THE CAYMAN ISLANDS MONETARY AUTHORITY PURSUANT TO SECTION 4(3) OF THAT LAW AND THE PRESCRIBED DETAILS IN RESPECT OF THIS MEMORANDUM HAVE BEEN FILED WITH THE MONETARY AUTHORITY. SUCH REGISTRATION DOES NOT IMPLY THAT THE MONETARY AUTHORITY IN THE CAYMAN ISLANDS HAS APPROVED THIS MEMORANDUM OR THE OFFERING OF SHARES HEREUNDER. FOR A SUMMARY OF THE CONTINUING REGULATORY OBLIGATIONS OF THE COMPANY AND A DESCRIPTION OF THE REGULATORY POWER OF THE CAYMAN ISLANDS MONETARY AUTHORITY SEE THE SECTION ENTITLED “NOTICES - CAYMAN ISLANDS REGULATION” OF THIS MEMORANDUM.

THERE IS NO FINANCIAL OBLIGATION OR COMPENSATION SCHEME IMPOSED ON OR BY THE GOVERNMENT OF THE CAYMAN ISLANDS IN FAVOUR OF OR AVAILABLE TO THE INVESTORS OF THE COMPANY.

The Shares may not be offered to the public in the Cayman Islands, unless the Shares are listed on the Cayman Islands Stock Exchange. The term “public in the Cayman Islands” does not include (a) a sophisticated person; (b) a high net worth person; (c) a person specified in paragraph 3 or 4 of the Fourth Schedule to the Securities Investment Business Law (Revised); (d) an exempted or ordinary non-resident company registered under the Companies Law (Revised), or a foreign

APPENDIX B

Offering Memorandum Portland India Select Business Portfolio Ltd. Amended and restated September 22, 2011

company registered under Part IX of that law, or any such company acting as general partner of a partnership registered under section 9(1) of the Exempted Limited Partnership Law (Revised), or any director or officer of the same acting in such capacity; or (e) the trustee of any trust registered or capable of registration under section 74 of the Trusts Law (Revised) acting in such capacity.

Offering Memorandum Portland India Select Business Portfolio Ltd. Amended and Restated September 22, 2011

TABLE OF CONTENTS 1. DIRECTORY ........................................................................................................................................................... 1

2. NOTICES ................................................................................................................................................................. 3 CAYMAN ISLANDS REGULATION ................................................................................................................................ 4

3. DEFINITIONS ......................................................................................................................................................... 5

4. INTRODUCTION ................................................................................................................................................... 7 THE COMPANY ........................................................................................................................................................... 7

5. INVESTMENT OBJECTIVE AND STRATEGIES ............................................................................................ 8 INVESTMENT OBJECTIVE ............................................................................................................................................ 8 RATIONALE FOR THE COMPANY ................................................................................................................................. 8 INVESTMENT STRATEGIES .......................................................................................................................................... 8 INITIAL INVESTMENT STRATEGY ................................................................................................................................ 9 GENERAL ................................................................................................................................................................... 9

6. RISK FACTORS ..................................................................................................................................................... 9 RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY .................................................................................... 9 RISKS ASSOCIATED WITH THE COMPANY’S UNDERLYING INVESTMENTS ................................................................ 11

7. MANAGEMENT AND ADMINISTRATION .................................................................................................... 16 DIRECTORS OF THE COMPANY ................................................................................................................................. 16 SECRETARY OF THE COMPANY ................................................................................................................................. 18 DIRECTORS OF THE MAURITIUS COMPANY .............................................................................................................. 18 THE INVESTMENT ADVISER ..................................................................................................................................... 18 SELECT STAR TRUST .............................................................................................................................................. 22 CUSTODY AND SAFEKEEPING OF INVESTMENTS ....................................................................................................... 22 ADMINISTRATOR ...................................................................................................................................................... 23 MAURITIUS ADMINISTRATOR ................................................................................................................................... 24 AUDITORS ................................................................................................................................................................ 24

8. SUBSCRIPTIONS, TRANSFERS AND REDEMPTIONS ............................................................................... 24 SUBSCRIPTIONS ........................................................................................................................................................ 24 CASHFLOW DISTRIBUTION OPTION .......................................................................................................................... 25 TRANSFER OF SHARES .............................................................................................................................................. 26 REDEMPTIONS .......................................................................................................................................................... 26 PROCESS FOR REDEMPTION ...................................................................................................................................... 26 REDEMPTION FORM ................................................................................................................................................. 27 PAYMENT OF REDEMPTIONS .................................................................................................................................... 27 NET ASSET VALUE ................................................................................................................................................... 27 TEMPORARY SUSPENSION ........................................................................................................................................ 29

9. FEES, COMPENSATION AND EXPENSES ..................................................................................................... 29 BROKERAGE COMMISSIONS AND TRANSACTION CHARGES ...................................................................................... 29 INVESTMENT ADVISORY FEES .................................................................................................................................. 30 PERFORMANCE FEES ................................................................................................................................................ 30 REDEMPTION FEE AND DEDUCTIONS ....................................................................................................................... 30 COMMISSIONS .......................................................................................................................................................... 30 REFERRAL OR TRAILER FEE ..................................................................................................................................... 31


WIRE TRANSFER FEES .............................................................................................................................................. 31 THE ADMINISTRATOR’S FEES ................................................................................................................................... 31 THE DIRECTORS’ FEES AND EXPENSES .................................................................................................................... 31 ORGANISATIONAL AND OFFERING EXPENSES .......................................................................................................... 31 OPERATING EXPENSES ............................................................................................................................................. 31 CLASS-SPECIFIC EXPENSES ...................................................................................................................................... 32

10. TAXATION .......................................................................................................................................................... 32 CERTAIN CAYMAN ISLANDS TAX CONSIDERATIONS ................................................................................................ 32 CERTAIN MAURITIUS TAX CONSIDERATIONS ........................................................................................................... 32 CERTAIN CANADIAN TAX CONSIDERATIONS ........................................................................................................... 33

11. REPORTS ............................................................................................................................................................ 33

12. DOCUMENTS AVAILABLE FOR INSPECTION .......................................................................................... 33

13. GENERAL INFORMATION ............................................................................................................................. 34 MEMORANDUM AND ARTICLES OF ASSOCIATION .................................................................................................... 34 PRINCIPAL OBJECTIVE ............................................................................................................................................. 34 SHARE CAPITAL ....................................................................................................................................................... 34 VARIATION OF CLASS RIGHTS .................................................................................................................................. 34 ALTERATIONS TO THE COMPANY’S SHARE CAPITAL ............................................................................................... 35 SUSPENSION OF ISSUE AND REDEMPTION OF SHARES .............................................................................................. 35 INDEMNITIES ............................................................................................................................................................ 36 ANTI-MONEY LAUNDERING REGULATIONS ............................................................................................................. 36 INSURANCE .............................................................................................................................................................. 37 REDEMPTION OF SHARES ......................................................................................................................................... 37 DIVIDEND POLICY .................................................................................................................................................... 37 DIRECTORS’ AND OTHER INTERESTS ........................................................................................................................ 37 CONFLICTS OF INTEREST .......................................................................................................................................... 38 LITIGATION .............................................................................................................................................................. 39

14. SUBSCRIPTION APPLICATION PROCEDURES ........................................................................................ 39


Portland India Select Business Portfolio Ltd. SUMMARY

The information set out below should be read in conjunction with the full text of this Offering Memorandum.


Portland India Select Business Portfolio Ltd. (the “Company”) is an exempted company incorporated with limited liability in the Cayman Islands on July 15, 2010, under the Companies Law (Revised).

Investment Objective

The fundamental investment objective of the Company is to earn attractive returns by investing primarily in a select number of Indian businesses.

Investment Structure

The Company will invest primarily in Indian businesses and other Indian securities through a Mauritius based company, Portland India Select Business Mauritius Portfolio Ltd. (the “Mauritius Company”). The Mauritius Company is constituted under the Securities Act 2005 and the Companies Act 2001 of Mauritius as a company limited by shares and it holds a Category 1 Global Business Licence and is authorized as a collective investment scheme.

Investment Adviser

Portland Investment Counsel Inc. (the “Investment Adviser”), a corporation incorporated under the laws of Ontario, Canada, has been appointed as the investment adviser to the Company pursuant to an investment advisory agreement between the Company and the Investment Adviser (the “Investment Advisory Agreement”). The Investment Adviser has also been appointed as the investment adviser to the Mauritius Company. The Investment Adviser is solely responsible for providing investment management services to the Company and the Mauritius Company and for the trading and investment of the Company’s and the Mauritius Company’s assets, subject to the overall supervision of the Directors of the Company and the Mauritius Company and to the provisions of this Offering Memorandum. See “Management and Administration – The Investment Adviser”.

The Offering The Company is offering, through this Offering Memorandum, participating redeemable non-voting shares (the “Shares”) in three classes, Class A, Class B and Class O, on the terms described in this Offering Memorandum. Class A Shares are available for investors making purchases of Shares of up to US$1,000,000. Class B Shares are available for investors making purchases of Shares above US$1,000,000 and up to US$20,000,000. Class O Shares are available for institutional investors or other large investors.

The initial subscription price will be US$1,000 per Share. Thereafter the subscription price will be the NAV per Share on the Subscription Day (as hereinafter defined).

Minimum Investment

The minimum initial investment in the Company is US$110,000. The Board of Directors of the Company (the “Directors”) shall not accept an initial subscription of less than US$100,000 or the minimum as prescribed by the Mutual Funds Law from time to time.

Additional Subscription

The minimum additional investment that can be subscribed for by a Shareholder is US$25,000, or such lesser amount as may be accepted by the Directors.

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Offering Memorandum Portland India Select Business Portfolio Ltd. Amended and Reststed September 22, 2011

Eligible Investors The Shares may be purchased by qualified investors who are not precluded by applicable securities laws from purchasing the Shares. Shares may not be purchased by Canadian Persons (as defined herein) or US Persons (as defined herein) other than (in the case of US Persons) when prior approval of the Directors has been obtained. No invitation may be made to the public in the Cayman Islands to subscribe for the Shares and this offering memorandum does not constitute such an invitation. Persons interested in purchasing Shares should inform themselves as to the legal requirements and restrictions within their own countries for the purchase of Shares and any foreign exchange restrictions and tax issues which they may encounter.

The Shares are only available for subscription by what are termed as Expert Investors under the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 (the “Mauritius Regulations”) of Mauritius. In terms of the Mauritius Regulations an Expert Investor is a sophisticated investor or an investor making an initial investment of not less than US$100,000 (US dollars one hundred thousand) or its equivalent in any currency.

Investors in the Mauritius Company are not protected by any statutory compensation arrangements in Mauritius in the event of the Fund’s failure.

It should be further noted that the Mauritius Financial Services Commission does not vouch for the financial soundness of the Mauritius Company or for the correctness of any statements made or opinions expressed with regard to it.

Monthly Subscriptions

Each Class of Shares may be purchased as of the first Business Day of each month (herein a “Subscription Day”). The Company reserves the right to accept or reject any subscription in its absolute discretion. A signed Subscription Agreement and Application Form must be received by the Administrator no later than 5:00 p.m. (Eastern time) three (3) Business Days immediately preceding a Subscription Day in order for the subscription to be accepted on that Subscription Day (faxes or email copies are sufficient for this purpose). The subscription moneys (evidenced by a completed Remittance Confirmation) must be denominated in US Dollars and must be received by the Administrator no later than 12 p.m. (Cayman time) on the relevant Subscription Day.

Subject to the foregoing, subscribers whose subscriptions are not rejected will receive a notice of the acceptance of their applications and of the number and Class of Shares issued to them. The Company is authorised to issue Shares in fractional amounts, to four decimal places. All Shares are issued in registered book form entry only.

Interested investors should apply to the Company at the address of the Administrator shown in the Directory below, using the Subscription Agreement and Application Form available from the Investment Adviser. A Remittance Confirmation (in form available from the Investment Adviser) must be forwarded to the investor’s remitting financial institution for completion and submission directly to the Administrator.

Transfers Shares may not be transferred without the prior written consent of the Board, which may be granted or denied in the Board’s sole discretion. No proposed transfer of Shares will be recognised until the appropriate documents, representations and warranties, in a form and substance satisfactory to the Directors and the Administrator, have been received and approved.

Net Asset Value (NAV)

The Net Asset Value of the Company means the assets of the Company less the liabilities of the Company and any accrued expenses. The assets and liabilities of the Company will be valued in accordance with the provisions set out in this Offering Memorandum (see “Subscriptions, Transfers and Redemptions – Net Asset Value”). The Net Asset Value per

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Share will be the portion of the Net Asset Value of the Company attributable to the Class of Shares of which that Share forms a part, divided by the number of Shares of that Class which are issued and outstanding. The NAV of the Company and NAV per Share will be calculated on a monthly basis as of the last Business Day (as defined herein) of each month (each, a “Valuation Date”).

Redemptions In addition to the Cashflow Distribution Option described below, commencing in 2011 the holder of Shares may require that all or a portion of the Shares held by such holder be redeemed by the Company on the last Business Day of December each year (a “Redemption Day”), provided written notice in the form of a signed Redemption Form is received by the Administrator no later than 30 days prior to the relevant Redemption Day, or such later date as the Directors may approve (faxes or email copies are sufficient for this purpose).

Shares of a particular Class will be redeemed at a price (the “Redemption Price”) equal to the NAV per Share of such Class as of the applicable Redemption Day, after payment by the Shareholder of any Performance Fee, and less applicable Investment Advisory Fees, wire transfer fees and other deductions set out herein.

Redemption proceeds are generally paid within 30 days of the relevant Redemption Day. If a Shareholder has redeemed more than 90% of the Shares held by such Shareholder, the Company reserves the right to retain up to 10% of the redemption proceeds until not more than 30 days after the annual audit for the year in which the redemption occurred is completed to confirm the accuracy of the payment and make any necessary adjustments arising from an inaccurate calculation. The Company may suspend the redemption of Shares in accordance with the Articles and as described in this Offering Memorandum.

The Directors of the Company may, at their sole discretion at any time and without any need to give a reason, upon a minimum of 5 days’ written notice to a Shareholder, require the compulsory redemption of such Shareholder’s Shares.

Cashflow Distribution Option

Commencing March 2011, each Shareholder shall be permitted to exercise a quarterly cash redemption of Shares of a specified amount. The amount for the cashflow distribution option for 2011 is US$70 per annum per Share (which is 7% annually based on the initial issue price of US$1,000). Commencing in 2012, the Company will annually determine and announce each February the specified amount for the cashflow distribution option for that calendar year based upon the Investment Adviser’s views of the prevailing market conditions for the next year. The amount of the quarterly cashflow distribution amount may fluctuate and may be suspended by the Directors if they determine in their sole discretion that such suspension is in the best interests of the Company.

Redemptions paid in connection with the cashflow distribution option will be net of applicable Investment Advisory Fees, Performance Fees and wire transfer fees.

Minimum Holding Requirement

The Company is not required to redeem less than all of the Shareholder’s Shares if, as a result of such redemption, the Shareholder would become a holder of Shares with an aggregate Net Asset Value of less than US$5,000.

Dividends The Company may or may not pay dividends on any Class of Shares in its discretion. Any dividends paid by the Company will be automatically invested in additional Shares of the same Class, unless other arrangements are made with the Company.

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Fees and Expenses Investment Advisory Fee. The Company will pay to the Investment Adviser on the last Valuation Date in each month, in arrears, a fee (the “Investment Advisory Fee”) equal to:

(i) in the case of Class A Shares, 1.5% of the NAV per Share;

(ii) in the case of Class B Shares, 1% of the NAV per Share; and

(iii) the Investment Advisory Fee for Class O Shares will be negotiated and paid directly by the Shareholder and will not be paid by the Company.

The Investment Adviser may waive, in whole or in part, the Investment Advisory Fee with respect to any Class of Shares.

No investment advisory fees will be paid by the Mauritius Company.

Performance Fee. Each Shareholder shall also pay the Investment Adviser a performance fee (the “Performance Fee”) on the Shares held by them on the last Business Day of each year, on termination of the Investment Advisory Agreement (each a “Performance Valuation Date”) and on the date any of their Shares are redeemed (including redemptions in connection with the Cash Distribution Option). Performance Fees are paid directly by the Shareholders and are not charged to the Company. The amount of the Performance Fee payable by each Shareholder is set forth in the relevant Shareholder’s Subscription Agreement and generally will be equal to the following:

(i) in the case of Class A Shares, 20% of the increase, if any, from the High Water Mark (as defined below) for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date);

(ii) in the case of Class B Shares, 10% of the increase, if any, from the High Water Mark (as defined below) for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date); and

(iii) the Performance Fee for Class O Shares will be negotiated on a case by case basis with each Shareholder and paid directly by the Shareholder outside the Company.

Performance Fees will be collected through the automatic redemption of Shares, unless a Shareholder has made alternative arrangements with the Investment Adviser for the payment of the Performance Fees.

“High Water Mark” means the net proceeds paid to the Company in respect of such Shares, (excluding a reinvestment of a dividend paid by the Company) initially, but thereafter adjusted from time to time to equal the aggregate NAV of such Shares immediately following the payment of a Performance Fee to the Investment Adviser on a Performance Valuation Date in respect of such Shares, in each case less the amount of any dividend paid on such Shares by the Company during the initial period or since the last payment of a Performance Fee which is not reinvested in Shares. In the case of partial redemption of Shares, the High Water Mark of the Shares redeemed will be determined on a pro rata basis based on the percentage of total Shares held by the Shareholder that are redeemed.

No performance fees will be paid by the Mauritius Company.

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Administration Fee. The Administrator is entitled to fees from the Company in respect of its services as Administrator in accordance with its standard fees as set forth in the Administration Agreement. The Mauritius Administrator is entitled to similar fees from the Mauritius Company. In addition, the Administrator and the Mauritius Administrator are each entitled to reimbursement by the Company or the Mauritius Company, as applicable, of all out-of-pocket expenses properly incurred by it in the performance of its administrative services. The Administrator’s or the Mauritius Administrator’s fees may be amended from time to time by agreement by both the Company and the Administrator or the Mauritius Company and the Mauritius Administrator, as applicable.

Wire Transfer: Shareholders will be charged a US$50 fee by the Administrator in the connection with the wiring of redemption proceeds (in addition to any bank charges that may be applicable), including those paid in connection with the Cash Distribution Option. This fee is deducted from redemption proceeds and is subject to change from time to time.

Referral or Trailer Fee. The Investment Adviser may pay a referral or trailer fee from time to time to agents who participated in the marketing of the Shares. Payments are made monthly or quarterly at an annual rate calculated as a percentage of the value of the Shares held by the dealer’s clients. Referral or trailer fees are paid in accordance with the following schedule. The amounts shown are inclusive of taxes, where applicable.



Class O Negotiated

Initial Sales Commissions. Agents who have participated in the marketing of the Shares may charge an initial sales commission of up to 3% of the value of Shares purchased. Initial sales commissions will be charged directly to investors and will not be paid by the Company.

Organizational and Operating Expenses. The expenses incurred in respect of the organization of the Company and the Mauritius Company and offering of Shares will be paid by the Company or Mauritius Company, as applicable, and amortized over a 3-year period for purposes of the calculation of NAV of the Company.

The Company is responsible for certain operating expenses incurred by and on behalf of the Company, with respect to all the normal recurring expenses of its operations and business, including, without limitation, expenses relating to the continuing offering of Shares, brokerage fees and commissions, bid/offer spreads, banking fees, insurance premiums, taxes, interest expense on borrowings, commitment fees, any third party consulting or research related expenses, the cost of business travel related to the Company’s operations and investment due diligence, auditors fees, printing costs, legal fees, registrar and transfer agent fees, company secretarial fees, trustee, enforcer and other fees related to Select STAR Trust, the Administrator’s fees, custodial fees, accounting and valuation fees, government registration fees and other similar expenses. The Company will also reimburse the Directors for any reasonable out-of-pocket expenses incurred in carrying out their duties as Directors, and will pay all Directors an annual fee (currently US$5,000). Similar fees and expenses will also be paid by the Mauritius Company.

Class-Specific Expenses. In most cases, fees and expenses of the Company are borne proportionately by all Classes of Shares. Certain fees and expenses will be incurred which are specific to a Class of Shares and will be borne by Shares of that Class only.

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Additional Share Classes

The Board of Directors may from time to time in their absolute discretion create and issue Shares in additional classes or series with differing Investment Advisory Fees, Performance Fees, redemption provisions, voting rights and other features particular to each class or series.

Select STAR Trust All of the founder shares of the Company are held by Select STAR Trust. Select STAR Trust is independent of the Investment Adviser. Codan Trust Company (Cayman) Limited, the trustee of Select STAR Trust, is to carry out the business plan of the trust. The business plan of the trust provides a mechanism for holding the founder shares of the Company and to exercise the voting rights attached to such shares to procure that, among other things, the principal objectives of the Company remain those as set out in this Offering Memorandum.

Board of Directors The Company has three Directors on its Board of Directors. The Board of Directors is responsible for the overall management of the business of the Company. The Directors have delegated certain duties to certain service providers, subject to overall supervision and direction by the Directors, as described in further detail in this Offering Memorandum. The Board of Directors also has the right to terminate any of the Company’s service agreements in accordance with the terms of those agreements. The Mauritius Company also has a board of directors with similar powers and duties.

Administrator Pursuant to an administration agreement (the “Administration Agreement”) of the Company, Deutsche Bank (Cayman) Limited acts as administrator (the “Administrator”) and is responsible for the provision of administrative duties with respect to the Company and Deutsche International Trust Corporation (Mauritius) Limited acts as administrator (the “Mauritius Administrator”) of the Mauritius Company. See “Management and Administration –Administrator”.

Tax Status The Government of the Cayman Islands, will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or the Shareholders. The Cayman Islands are not party to any double taxation treaties.

The Mauritius Company holds a Category 1 Global Business Licence issued by the Mauritius Financial Services Commission and is tax resident in Mauritius. For companies such as the Mauritius Company, the effective tax rate in Mauritius on the chargeable income would be 3%. Mauritius has no capital gains tax (other than on the sale of immovable property) and has no taxation in the nature of a withholding tax on the payment of dividends, interests or royalties applicable to a holder of a Category 1 Global Business Licence issued by the Mauritius Financial Services Commission. There is no estate duty, inheritance tax or gift tax in Mauritius.

Generally, neither the Company nor the Mauritius Company will be liable for Canadian federal income tax. See “Taxation”.

No warranty is given or implied regarding the applicability or interpretation of the tax laws in any jurisdiction. Prospective investors should consult with and rely on their own tax advisers with respect to the possible tax consequences, including the effect of income and other tax laws of any country, province, state or local tax authority which may apply.

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Base Currency The Company reports its results and transacts subscriptions and redemptions in US Dollars. The value of all Company property valued in a currency other than the US Dollar and all liabilities and obligations of the Company payable by the Company in a currency other than the US Dollar shall be converted into US Dollars by applying the rate of exchange obtained from Bloomberg, or any other such similar source of rates of exchange as selected by the Administrator from time to time, to calculate Net Asset Value.

Risks The purchase of Shares is speculative and involves a high degree of risk. There is no assurance that the Company will be profitable. Investors may lose some or all of their investment in the Company. Past results of the Company or the Investment Adviser are not necessarily indicative of future results. Since the NAV per Share will be calculated in US Dollars, each Shareholder (and not the Company) will bear the risk of any foreign currency exposure resulting from differences, if any, in the value of the US Dollar relative to the currency of the country in which such Shareholder maintains its net worth. The Company may from time to time hedge the currency of its portfolio holdings against foreign currencies. There are also a number of risks as a result of the underlying investments of the Company and the Mauritius Company. See “Risk Factors – Risks Associated with the Company’s Underlying Investments”.


The Investment Adviser is subject to certain conflicts of interest. The Investment Adviser, its principals and affiliates may engage in all manner of other activities, including acting as investment adviser to other persons, entities or accounts, which may have the same, similar or different investment objectives as the Company.

Fiscal Year The Company’s fiscal year-end shall be December 31. In the case of the first fiscal year, the period beginning on the date of commencement of operations of the Company ending on December 31, 2011. In the case of subsequent fiscal years, the period beginning on January 1 of each year and ending on December 31 of that year, or such other period or periods as the Directors may from time to time determine.

Reports All reports relating to the Company are available on the Company’s website at www.portlandic.com. The Administrator will post the Net Asset Value of the Shares to Shareholders on a monthly basis and post audited financial statements within a reasonable time after the Company’s fiscal year-end. An investment commentary update letter prepared by the Investment Adviser will be posted on the Company’s website periodically.

Company’s Winding Up and Dissolution

The Company may be wound up and dissolved in accordance with the laws of the Cayman Islands.

Release of Confidential Information

Under applicable anti-money laundering rules, the Company, the Investment Adviser or the Administrator may voluntarily release confidential information about Shareholders and, if applicable, about the beneficial owners of corporate Shareholders, to regulatory or law enforcement authorities if they determine to do so in their discretion.

Additional Information

Prospective investors are invited to obtain any additional information necessary to verify the information contained in this Offering Memorandum, to the extent the Company possesses such information or can acquire it without unreasonable effort or expenses. Requests for such information should be directed to the Administrator or the Investment Adviser at the address provided in the Directory.


1. DIRECTORY

Registered Office: Portland India Select Business Portfolio Inc.

c/o Codan Trust Company (Cayman) Limited Cricket Square P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Tel: +1 (345) 949-1040 Fax: +1 (345) 949-1048

Directors of the Company: Frank Laferriere Senior Vice-President, Chief Operating Officer Portland Investment Counsel Inc. 1375 Kerns Road, Suite 100 Burlington, Ontario Canada L7P 4V7 Tel: +1 (905) 331-4250 Fax: +1 (905) 319-4939 Email: [email protected] Isatou Sey, CAMS Assistant Vice President Walkers Fund Services Limited Walker House, 87 Mary Street, George Town Grand Cayman KY1-9004 Cayman Islands Tel: +1 (345) 814-4564 Fax: +1 (345) 945-4757 Email: [email protected] Abali Hoilett, CAIA, FRM Vice President Walkers Fund Services Limited Walker House, 87 Mary Street, George Town Grand Cayman KY1-9004 Cayman Islands Tel: +1 (345) 814-4574 Fax: +1 (345) 945-4757 Email: [email protected]

Secretary: Codan Trust Company (Cayman) Limited Cricket Square P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Tel: +1 (345) 949-1040 Fax: +1 (345) 949-1048

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Investment Adviser: Portland Investment Counsel Inc. 1375 Kerns Road, Suite 100 Burlington, Ontario Canada L7P 4V7 Tel: +1 (905) 331-4250 Fax: +1 (905) 319-4939

Administrator: Deutsche Bank (Cayman) Limited P.O. Box 1984 Boundary Hall, Cricket Square 171 Elgin Avenue, George Town Grand Cayman KY1-1104 Cayman Islands Tel: +1 (345) 914-5670 Fax: +1 (345) 945-6198

Select STAR Trust c/o Codan Trust Company (Cayman) Limited Cricket Square P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Tel: +1 (345) 949-1040 Fax: +1 (345) 949-1048

Auditors to the Company: PricewaterhouseCoopers PO Box 258 Strathvale House George Town, Grand Cayman, KY1-1104 Cayman Islands Tel: +1 (345) 914-8652 Fax: +1 (345) 949-7352

Cayman Islands Legal Counsel to the Company:

Conyers Dill & Pearman Cricket Square, Hutchins Dr. P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands

Canadian Legal Counsel to the Company:

Borden Ladner Gervais LLP Scotia Plaza, 40 King Street West Toronto, Ontario Canada M5H 3Y4

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2. NOTICES

The Shares offered hereby will be issued only on the basis of the information and representations contained in this Offering Memorandum and no other information or representation has been authorised. Any purchase made by any person on the basis of statements or representations not contained herein or inconsistent with information contained herein shall be solely at the risk of the purchaser. In relation to any offer of shares subsequent to the date hereof, neither delivery of this Offering Memorandum nor anything stated herein should be taken to imply that any information contained herein has not been altered or amended by supplement or resolution of the Directors. The Company will circulate any and all such supplements in conjunction with the Offering Memorandum to prospective investors as they become available.

Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries to whose jurisdiction they may be subject for the acquisition, holding or disposal of Shares and any foreign exchange restrictions which may be relevant to them. Shares which are acquired by persons not entitled to hold them in accordance with the provisions contained herein may be compulsorily redeemed. No Shares may be transferred without the prior written consent of the Directors and the Administrator.

The distribution of this Offering Memorandum may be restricted by law in certain countries. Persons to whose attention this Offering Memorandum may come are required to inform themselves of and to observe any such restrictions. This Offering Memorandum does not constitute an offer or solicitation to any person 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 offer or solicitation. This Offering Memorandum is not and should not be considered as an invitation to the public in the Cayman Islands to subscribe for any Shares.

The minimum initial investment in the Company is US$110,000. The Board of Directors of the Company shall not accept an initial subscription of less than US$100,000 or the minimum as prescribed by the Mutual Funds Law from time to time. Any prospective investor must not be a Non-qualified Person (as defined in the Subscription Agreement and Application Form). Any additional subscriptions by a Shareholder may be for US$25,000 or such lesser amounts as may be determined by the Directors. The Directors may reject a subscription for any reason and are not obliged to disclose the reason, or reasons, for rejecting any subscription application. Any subscription proceeds submitted with a Subscription Agreement and Application Form that is rejected by the Company shall be returned by wire transfer (with charges for the account of the recipient) to the subscriber’s account at the Remitting Financial Institution, subject to the applicability of any anti-money laundering procedures, without interest or deduction.

Subscribers will be required to complete the Subscription Agreement and Application Form available from the Investment Adviser. A subscriber may be required, upon the request of the Administrator, to provide such information as the Administrator deems necessary to substantiate the accuracy of any subscriber’s representations.

Acquiring Shares may expose an investor to a significant risk of losing all of the amount invested. The Company is a limited liability company and any person who acquires Shares will not thereby be exposed to any significant risk of incurring additional liability. Prospective investors should be aware that the value of investments as reflected in the Net Asset Value per Share can go down as well as up and the attention of investors is drawn to Section 6 - “Risk Factors”. Any person who is in any doubt about investing in the Company should consult an authorised person specialising in advising on such investments.

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No person is authorised to make representations or to give any information with respect to the Company or the offering of Shares made hereby, unless authorised by the Administrator or the Directors. This Offering Memorandum supersedes any written or verbal information relating to any offering of Shares issued prior to the date of this Offering Memorandum.

Prospective investors are not to construe the contents of this Offering Memorandum as legal or investment advice. Each investor should consult his own attorneys, accountants and/or other advisers regarding this investment.

Cayman Islands Regulation

The Company falls within the definition of a "mutual fund" in terms of the Mutual Funds Law (Revised) of the Cayman Islands (the "Mutual Funds Law") and accordingly it is regulated in terms of the Mutual Funds Law. However, the Company is not required to be licensed or to employ a licensed mutual fund administrator since the minimum interest purchasable by a prospective investor in the Company is equal to or exceeds US$100,000 or its equivalent in any other currency. Accordingly, the obligations of the Company are:

(a) to register the Company with the Cayman Islands Monetary Authority of the Cayman Islands (the "Monetary Authority") appointed in terms of the Mutual Funds Law;

(b) to file with the Monetary Authority prescribed details of this Confidential Memorandum and any changes to it;

(c) to file annually with the Monetary Authority accounts audited by an approved auditor;

(d) to file annually with the Monetary Authority an annual return; and

(e) to pay a prescribed registration fee.

As a regulated mutual fund, the Company is subject to the supervision of the Monetary Authority and the Monetary Authority may at any time instruct the Company to have its accounts audited and to submit them to the Monetary Authority within such time as the Monetary Authority specifies. In addition, the Monetary Authority may ask the Board of Directors to give the Monetary Authority such information or such explanation in respect of the Company as the Monetary Authority may reasonably require to enable it to carry out its duty under the Mutual Funds Law.

The Company must give the Monetary Authority access to or provide at any reasonable time all records relating to the Company and the Monetary Authority may copy or take an extract of a record it is given access to. Failure to comply with these requests by the Monetary Authority may result in substantial fines being imposed on the Company and may result in the Monetary Authority applying to the court to have the Company wound up.

The Monetary Authority is prohibited by the Mutual Funds Law from disclosing any information relating to the affairs of a mutual fund other than disclosure required for the effective regulation of a mutual fund or when required to by law or by the court.

The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Monetary Authority include inter alia the power to cancel the registration of the regulated mutual fund, to require the substitution of the directors, to appoint a person to advise the

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Company on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Company. There are other remedies available to the Monetary Authority including the ability to apply to the court for approval of other actions.

Pursuant to the terms of the Monetary Authority Law (Revised) of the Cayman Islands, the Company is required to provide to the Monetary Authority, on request, information and documents in accordance with the terms of that law. The Monetary Authority is empowered to provide the same to an overseas regulatory authority in accordance with the terms of that law.

3. DEFINITIONS

Administration Agreement:

The administration agreement appointing the Administrator and the Mauritius Administrator, as may be amended from time to time;

Administrator: Deutsche Bank (Cayman) Limited;

Articles: The memorandum and articles of association of the Company, as may be amended and/or restated from time to time;

Board: Board of Directors of the Company;

Business Day: Any day that is a business day, except a day that is a national or bank holiday in the Cayman Islands; Toronto, Canada; Mauritius; and Mumbai, India;

Canadian Person A person who is resident or deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”) or a person not so resident but who holds or uses or is deemed to hold or uses the Shares in the course of carrying on a business in Canada for purposes of the Tax Act;


The right of a Shareholder to redeem a certain number of Shares of the Company on a quarterly basis as described in Section 9 – “Subscriptions, Transfers and Redemptions – “Cashflow Distribution Option”;

Company: Portland India Select Business Portfolio Ltd.;

Cut-Off Time: The latest that a fully completed Subscription Agreement and Application Form may be received by the Administrator in order for the subscription to be accepted on a Subscription Day, being 5:00 p.m. (Eastern Time), three (3) Business Days immediately preceding the Subscription Day, subject to the discretion of the Board;

Director: Member of the Board;

High Water Mark In respect of a Shareholder’s Shares means the net proceeds paid to the Company in respect of such Shares (excluding a reinvestment of a dividend paid by the Company), initially, but thereafter adjusted

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from time to time to equal the aggregate NAV of such Shares immediately following the payment of a Performance Fee to the Investment Adviser on a Performance Valuation Date in respect of such Shares, in each case less the amount of any dividend paid on such Shares by the Company during the initial period or since the last payment of a Performance Fee which is not reinvested in Shares. In the case of a partial redemption of Shares, the High Water Mark of the Shares redeemed will be determined on a pro rata basis based on the percentage of total Shares held by the Shareholder that are being redeemed;

IFRS: International Financial Reporting Standards;

Investment Adviser: Portland Investment Counsel Inc.;

Investment Advisory Agreement:

The investment advisory agreement between the Company and the Investment Adviser, as may be amended from time to time;

Investment Advisory Fee: The investment advisory fee payable to the Investment Adviser pursuant to the Investment Advisory Agreement;

Mauritius Administrator: Deutsche International Trust Corporation (Mauritius) Limited;

Mauritius Company: Portland India Select Business Mauritius Portfolio Ltd.;

Monetary Authority: The Cayman Islands Monetary Authority;

Mutual Funds Law: The Mutual Funds Law (Revised) of the Cayman Islands;

Net Asset Value of the Company or NAV of the Company:

Net asset value of the Company, calculated as described in Section 8 - “Subscriptions, Transfers and Redemptions – Net Asset Value”;

Net Asset Value per Share or NAV per Share:

Net asset value of the relevant Class divided by the number of issued and outstanding Shares of such Class, as described in Section 8 - “Subscriptions, Transfers and Redemptions – Net Asset Value”;

Offering Memorandum:

All constituent parts of this Offering Memorandum, as amended from time to time, including any supplements hereto;

Performance Fee: The performance fee payable to the Investment Adviser by the Shareholder pursuant to the Subscription Agreement and Application Form or other agreement with the Investment Adviser;

Performance Valuation Date:

The last Business Day of each year and the date on which the Investment Advisory Agreement is terminated;

Redemption Day: Commencing in 2011, the last Business Day of December of each year and such other Business Day as the Directors may from time to time determine;

Redemption Form: The form required to redeem Shares, available from the Investment

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Adviser;

Redemption Price: The price paid on redemption of Shares as described in Section 8 hereof;

Remitting Financial Institution:

The financial institution from which a subscriber’s subscription moneys are sent to the Company;

Share: A participating, redeemable, non-voting share in the capital of the Company having a par value of US$0.01;

Shareholders: The holders of the Shares;

Subscription Agreement and Application Form:

The form required to subscribe for Shares, available from the Investment Adviser;

Subscription Day: The first Business Day of each calendar month and such other Business Days as the Directors may from time to time determine;

Subscription Price: The price at which Shares may be purchased on any Subscription Day;

US/ USA/ United States: United States of America, its states, territories or possessions, or an enclave of the United States government, its agencies or instrumentalities;

US$ or US Dollar: The currency of the United States of America;

US Person: A resident or citizen of the US or a company or partnership organized pursuant to the laws of a State or territory or possession thereof;

Valuation Date: The last Business Day immediately preceding each Subscription Day and such other Business Days as the Directors may from time to time determine.

For the purpose of this Offering Memorandum any references to the male gender with regard to prospective investors in, or subscribers to, the Company shall include the female gender or such corporate entity as may be appropriate. Potential investors should note that the above definitions are used for convenience only and that the Company, inter alia, has the right, under the terms of the relevant agreements, to terminate the appointment of various participants and to appoint other persons in their stead.

4. INTRODUCTION

The Company

The Company is an open-ended investment company incorporated in the Cayman Islands on July 15, 2010 as an exempted company. The Company is registered as a mutual fund pursuant to Section 4(3) of the Mutual Funds Law with the Authority. The Company’s registered office is located at Cricket Square, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

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The Company’s authorised share capital is US$50,000.00, divided into 4,990,000 participating redeemable non-voting shares of par value US$0.01 each and 100 non-participating non-redeemable founder shares of par value US$1.00 each. For a description of the rights attaching to the Shares please refer to Section 13 - “General Information”. All of the founder shares of the Company are held by Select STAR Trust. The trustee of Select STAR Trust is Codan Trust Company (Cayman) Limited and the enforcer is Hugh Hart of Hart Muirhead Fatta, ICWI Building, 3rd Floor, 2 St. Lucia Avenue, Kingston 5, Jamaica. Codan Trust Company (Cayman) Limited as the trustee of Select STAR Trust is to carry out the business plan of the trust. The business plan of the trust provides a mechanism for holding the founder shares of the Company and to exercise the voting rights attached to such shares to procure that, among other things, the principal objectives of the Company remain those as set out in this Offering Memorandum. The Board of Directors may from time to time in their absolute discretion create and issue Shares in different classes or series with differing Investment Advisory Fees, Performance Fees, redemption provisions and other features particular to each class or series without the consent of Shareholders.

The Company is conducting a continuing offering of its Shares, in three Classes, at an initial Subscription Price of US$1,000 per Share and thereafter at a price equal to the NAV per Share on the Subscription Day.

5. INVESTMENT OBJECTIVE AND STRATEGIES

Investment Objective

The investment objective of the Company is to earn attractive returns by investing primarily in a select number of Indian businesses.

Rationale for the Company

The Company has been created (a) to provide investors with exposure to a select number of India’s companies which the Investment Adviser believes have strong earnings growth potential; and (b) to provide investors outside India with access to Indian capital markets, a market which cannot be accessed directly by foreign investors without special licensing. While the primary objective of the Company is to earn attractive returns, the Investment Adviser will also seek to manage the Company in such a manner as to facilitate regular cash returns for investors participating in the Cashflow Distribution Option.

Investment Strategies

Subject to the initial investment strategy described below, the Company will invest primarily in Indian businesses and other Indian securities through the Mauritius Company. At no time will the Company or the Mauritius Company own more than 50% of the voting shares of an Indian company.

The Mauritius Company will invest primarily in publicly traded equity securities of a select number of Indian businesses which are profitable at the time of investment and which the Investment Adviser believes have above average long term growth potential. The Mauritius Company will make long investments in securities of issuers which, the Investment Adviser believes, have strong growth characteristics, improving fundamentals and are perceived to be among the leaders in their industry sectors. The Investment Adviser plans to invest in only a few businesses but will strive to create sector diversification across the portfolio. In some cases, the business of the portfolio company itself may be diversified across two or more industry sectors. While the primary strategy is to invest in listed securities, the Mauritius Company may also invest in unlisted securities. The primary strategy is not to hedge the Indian Rupee exposure to US Dollars or any other currency; however, the Investment Adviser may use

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foreign currency hedges from time to time as deemed appropriate. The Investment Adviser may also use derivatives in pursuing the Company’s investment strategy. From time to time, the Company and the Mauritius Company may hold cash or cash equivalents and/or invest in short term Indian money market and fixed income securities while seeking new investment opportunities and in order to accommodate obligations under the Cashflow Distribution Option for investors as well as redemption requests.

The Company or the Mauritius Company may borrow money of up to 25% of its total assets after giving effect to the borrowing in order to pursue its investment strategies, fund redemptions or pay operating expenses of the Company or the Mauritius Company, as applicable.

The Investment Adviser shall not be restricted to utilizing only the foregoing investment strategies and, in its discretion, may employ other or additional investment strategies from time to time in seeking to achieve the Company’s investment objective.

Initial Investment Strategy

The Company began accepting subscriptions on or about January 25, 2011. For a period of time, the Mauritius Company was not fully licensed for investments into India. During this period, the Company held the subscriptions in cash, as permitted by the interim investment objective adopted by the Company, The Mauritius Company has since obtained its license to invest in India. General

There can be no assurances that the Company will achieve its investment objective.

The Investment Adviser may at any time adopt new strategies or deviate from the foregoing strategies as market conditions dictate. In the event of any material deviation from its current intended strategies, the Investment Adviser will advise the Company immediately. While the Investment Adviser typically will try to minimize risk in selecting investments, it should be understood that the risk management techniques utilized by the Investment Adviser cannot provide any assurance that the Company or the Mauritius Company will not be exposed to risks of significant investment losses. Please refer to “Risk Factors” for more information.

The Administrator will not be responsible for ensuring that the investment transactions comply with the investment objectives and strategies set forth in this Offering Memorandum.

6. RISK FACTORS

Before investing, prospective investors should carefully consider the following risks. Investment in the Company is only suitable for sophisticated investors who are able to bear the loss of a substantial portion or even all of their investment.

Risks Associated with an Investment in the Company

No Operating History. Neither the Company nor the Mauritius Company has any operating history upon which investors can evaluate their likely performance and there can be no assurance that the Company will achieve its investment objective. The past investment performance of the Investment Adviser and other investment funds that it or its principals have managed is not necessarily indicative of the future results of an investment in the Company. The success of the Company and the Mauritius Company depends on the ability of the Investment Adviser to develop and implement investment strategies to achieve the Company’s investment objectives.

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Reliance on the Investment Adviser. The operations and the success of the Company are substantially dependent upon the skill, judgment and expertise of the Investment Adviser. In the event of the loss of the services of the Investment Adviser, the business of the Company may be adversely affected.

Speculative Risk. An investment in the Company may be deemed speculative and is not intended as a complete investment program. A subscription for Shares should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Company. Investors should review closely the investment objective and investment strategies to be utilised by the Company and the Mauritius Company as outlined herein to familiarise themselves with the risks associated with an investment in the Company.

Investment and Trading Risks in General. All trades made by the Investment Adviser risk the loss of capital. The Investment Adviser may utilise trading techniques or instruments, which can, in certain circumstances, maximise the adverse impact to which the Company’s or the Mauritius Company’s assets may be subject. No guarantee or representation is made that the Company’s or the Mauritius Company’s investment program will be successful, and investment results may vary substantially over time.

Availability of Investment Opportunities. The implementation and exploitation of the investment strategies pursued by the Company or the Mauritius Company may involve a high degree of uncertainty. No assurance can be given that the Investment Adviser will be able to locate suitable investment opportunities in which to deploy all of the Company’s or the Mauritius Company’s capital.

Portfolio Turnover. Neither the Company nor the Mauritius Company has placed any limits on the rate of portfolio turnover and portfolio securities may be sold without regard to the time they have been held when, in the opinion of the Investment Adviser, investment considerations warrant such action. A high rate of portfolio turnover involves correspondingly greater expenses than a lower rate.

Changes in Investment Strategy. The Investment Adviser may alter its investment strategy, without prior approval by, or notice to, a Shareholder if the Company and the Investment Adviser determine that such change is in the best interest of the Company or the Mauritius Company.

Shares May Be Illiquid. There is no established market for sale of the Shares and none is expected to develop in the future. Additionally, the Shares are subject to restrictive redemption, assignment and transfer provisions.

Ability to Redeem may be Limited. Although Shareholders may request the Company to redeem any or all of their Shares on any Redemption Day at the applicable Redemption Price, certain restrictions apply in certain circumstances (see below under “Effect of Substantial Redemptions” and Section 8 - “Subscriptions, Transfers and Redemptions”).

Potential Conflicts of Interest. The business of the Investment Adviser is the advising of accounts for its clients. The orders of the Company may be executed in competition with the other accounts managed by the Investment Adviser. While it is a policy of the Investment Adviser to allocate investments in an equitable manner taking into account the investment strategy, guidelines and portfolio composition of each client, conflicts of interest may arise and no assurance can be given that such allocation will ultimately be in the best interests of the Company.

Unaudited Financial Statements. At the time of a redemption by a Shareholder, an interim closing will occur on the basis of unaudited financial statements. Because there may be a greater risk of error when unaudited financial statements are used, individual Shareholders may be adversely affected by errors, if any, in such unaudited financial statements.

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Effect of Substantial Redemptions. Substantial redemptions from the Company could require the Company or the Mauritius Company to liquidate its positions more rapidly than otherwise desired in order to obtain the cash necessary to fund the redemptions. Illiquidity in certain markets could make it difficult for the Company or the Mauritius Company to liquidate positions on favourable terms, thereby resulting in a decrease in its assets. The Company and the Mauritius Company will be permitted to borrow cash necessary to pay for redemptions in the normal course and also will be authorised to pledge Company or Mauritius Company assets as collateral security for the repayment of such loans, subject to applicable regulations. In these circumstances, the non-redeeming Shareholders will bear a disproportionate risk of any decline in the value of the Company’s or the Mauritius Company’s assets subsequent to the redemptions.

Tax and Regulatory Change. The tax consequences to the Company, the Mauritius Company and Shareholders in the Company, the ability of the Company or the Mauritius Company as a foreign investor to invest in the markets, the ability of the Company or the Mauritius Company to repatriate its assets including any income and profit earned on those assets and other operations of the Company or the Mauritius Company are based on existing regulations, which are subject to change through legislative, judicial or administrative action in the various jurisdictions in which the Company or the Mauritius Company or the Investment Adviser operate. It is recommended that an investor seek advice from his tax adviser before making an investment in the Company as to the potential tax consequences of such an investment.

Handling of Corporate Mail. Mail addressed to the Company and received at its registered office will be forwarded unopened to the Administrator to be dealt with. None of the Company, its Directors, officers or other service providers will bear any responsibility for any delay howsoever caused in mail reaching the Administrator. In particular the Directors will not receive, open or deal directly with mail addressed to the Company.

Borrowing. One element of the Company’s and the Mauritius Company’s investment strategy is the utilization of borrowings to invest in securities, to pay redemptions and for working capital purposes. The risk to Shareholders may increase if securities purchased with borrowed funds decline in value. The use of leverage may result in capital losses or a decrease in distributions to Shareholders. If the value of the portfolio of the Company or the Mauritius Company decreases such that the amount borrowed exceeds 25% of the value of the assets within the portfolio of the Company or the Mauritius Company, the Company or the Mauritius Company may be required to sell investments. Such sales may be required to be done at prices which may adversely affect the value of the portfolio and the return to the Company. The interest expense and banking fees incurred in respect of the borrowing may exceed the incremental capital gains/losses and income generated by the incremental investment of portfolio securities. In addition, the Company or the Mauritius Company may not be able to renew a loan facility on acceptable terms. There can be no assurance that the borrowing strategy employed by the Company or the Mauritius Company will enhance returns.

Risks Associated with the Company’s Underlying Investments

Indian Market Characteristics

The relatively small market capitalizations of, and trading values on, Indian stock exchanges may result in securities listed on these exchanges to be comparatively less liquid than securities of comparable domestic issuers. As well, Indian stock exchanges have in the past experienced substantial fluctuations in the prices of their listed securities. As well, a high proportion of the securities of some Indian issuers are held by a limited number of persons. These factors, coupled with restrictions on foreign investment, may limit the number of securities available for investment by the Company or the Mauritius Company.

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Indian stock exchanges have experienced problems such as temporary exchange closures, broker defaults, settlement delays and broker strikes that, if they occur, could affect the market price and liquidity of the Indian securities in which the Company or the Mauritius Company invests. From time to time the governing bodies of the various Indian stock exchanges have imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. These problems and restrictions have had a negative effect on overall market sentiment and could impede the ability of the Company or the Mauritius Company to effect portfolio transactions on a timely basis and have an adverse effect on the NAV of the Company.

Less Developed Regulatory Standards

Indian securities markets are less developed than North American markets. Disclosure and regulatory standards in emerging market countries, like India, are different than those applicable to issuers in more developed countries. Issuers in India are subject to accounting, auditing and financial standards, practices and requirements that differ from, and are subject to less scrutiny than, those applicable to issuers in North American markets. There may also be limited publicly available information about Indian issuers and such information may be less reliable. There is also a lower level of regulation and monitoring of the Indian securities market and its participants than in other more developed markets.

Legal principles in India relating to corporate affairs, bankruptcy, insider trading, proxy requirements, limited liability of shareholders, directors’ fiduciary duties and liabilities and securityholders’ rights may be less developed than those that apply in other jurisdictions. As these principles and the rights thereunder may not be as extensive as those that exist in more developed countries, the Company or the Mauritius Company may have difficulty asserting its rights as a securityholder of an Indian company in which it invests.

Security laws in India are relatively new and unsettled and, as a result, there is a risk of rapid and unpredictable change in law regarding foreign investment, securities regulation, title to securities and securityholder rights. Accordingly foreign investors, such as the Company or the Mauritius Company, may be adversely affected by new or amended laws and regulations.

Political, Economic and Social Risks

The value of the Company or the Mauritius Company may also be affected by political and economic developments, social relations and the status of India’s relations with other countries. In addition, religious and border disputes persist in India. India has also experienced civil unrest and hostilities with neighbouring countries, including Pakistan and the Indian government has confronted separatist movements in several Indian states. If the Indian government is unable to control the violence and disruption associated with these disputes, hostilities and movements, the results could destablize the economy and consequently, negatively impact the Company’s or the Mauritius Company’s investments.

The Indian government exercises significant influence over many aspects of the economy and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions could have a significant effect on the Indian economy, which could affect private sector companies, market conditions and prices and yields of securities held by the Company or the Mauritius Company. Changes in economic policies, or a lack of continued movement towards economic liberalization could negatively affect the general business and economic conditions in India, which in turn could affect the Company’s or the Mauritius Company’s investments.

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Difficulty in Enforcing Judgments

The Company through the Mauritius Company invests primarily in securities of Indian companies. Generally, the directors and officers and a substantial portion of the assets of these companies are located in India. It may be difficult for the Company or the Mauritius Company to obtain a judgment in India to the extent that there is a default with respect to the security of an Indian company. Even if the Company or the Mauritius Company initiates a suit against an Indian company in another jurisdiction, it may not be possible for the Company or the Mauritius Company to effect service in India. Foreign judgments may be difficult to enforce in India as India is not a party to any international treaty with respect to the recognition or enforcement of foreign judgments. Provisions of Indian law that regulate the enforcement of foreign judgments contain broad exceptions. As well, a party seeking to enforce a foreign judgment in India is also required to obtain certain regulatory approval to execute such judgment or to repatriate any amount received outside of India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India.

Currency Exchange Risks and Exchange Controls

The securities held by the Mauritius Company will generally be denominated in Indian rupees. Accordingly, the value of the Company will fluctuate depending on the rate of exchange between the U.S. dollar and the Indian rupee. The exchange rate between the Indian rupee and the U.S. dollar has changed substantially in the past and may fluctuate substantially in the future.

Furthermore, the Company or the Mauritius Company may incur costs in connection with conversions between U.S. dollars and Indian rupees. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currency.

The ability of the Company or the Mauritius Company to exchange Indian rupees to U.S. dollars and repatriate investment income, capital and proceeds of sale realized from its investment in Indian companies is subject to regulation. There can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances or otherwise modify the exchange control regime applicable to foreign investors in such a way as to adversely affect the ability of the Company or the Mauritius Company to repatriate its income and capital. Furthermore, the Company or the Mauritius Company could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital. Such requirements may require the Company or the Mauritius Company to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Company or the Mauritius Company.

Indian Investment Restrictions

The Mauritius Company has obtained registration to invest in India as a sub-account of the Investment Adviser, which is registered as a foreign institutional investor in India. Foreign investment in securities of issuers located or operating in India may be limited or prevented at times due to the limits on foreign ownership imposed by the Reserve Bank of India and the monitoring of foreign holdings and periodic announcement of current foreign ownership limits and changes to such limits by other Indian regulatory authorities. Foreign investors are also limited in their ability to invest in certain industries, such as the banking sector, insurance sector and telecom sector. In such industries, there is often a ceiling on total foreign holdings. To the extent that the ceiling has been reached in that industry, further investment by foreign investors may not be permitted. Foreign investors may also be permitted to invest only in a specific class of securities of a company that may have less advantageous terms than the classes available for purchase by Indians. These restrictions on foreign investment may decrease the liquidity of the

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securities in the Mauritius Company’s portfolio or the Mauritius Company may be unable to receive the full value for such securities.

There can be no assurance that additional restrictions on investments permissible for foreign investors will not be imposed in the future. These changes could have a material adverse effect on the Company.

Clearance and Settlement Risks

There have been times when settlements in India have been unable to keep pace with the volume of securities and have been significantly delayed. Further, significant delays have occurred in registering transfers of securities. The Mauritius Company may be unable to sell securities until the registration process is completed and may experience delays in receipt of dividends and other entitlements.

Brokerage firms in India may be fewer in number and less established than brokerage firms in more developed markets. Since the Mauritius Company may need to effect securities transactions through these brokerage firms, the Mauritius Company is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Mauritius Company. This risk is magnified to the extent the Mauritius Company effects securities transactions through a single brokerage firm or a small number of brokerage firms.

Tax Risks

The Company operates through the Mauritius Company, and obtains benefits from favourable tax treatment by the Indian government pursuant to a taxation treaty between India and Mauritius. Any change in the provision of this treaty or in its applicability to the Mauritius Company could result in the imposition of withholding and other taxes on the Mauritius Company by India, which would reduce the return to the Mauritius Company on its investments and in turn the return to the Company.

FII Registration Risk

The registration of the Mauritius Company as a sub-account is related to the Investment Adviser’s registration as a foreign institutional investor (FII) in India. Any cancellation of such FII registration will result in the cancellation of the sub-account registration. The Investment Adviser is not aware of any reason why its FII license cannot be maintained.The registration of the Mauritius Company as a sub-account is itself subject to the rules and regulations of the Securities and Exchange Board of India (SEBI), the Reserve Bank of India and the Government of India. The Mauritius Company has been registered as a broad based sub-account and must meet the broad based criteria in terms of SEBI (FII) Regulations on a continuous basis. If for any reason the sub-account registration of the Mauritius Company is cancelled, the Mauritius Company will not be permitted to trade in Indian securities in India and will be required to sell its Indian securities positions within a specified time. In this event, the Company’s investments may be limited to securities of Indian issues that are traded outside of India, such as American depository receipts, Global depository receipts or third party managed funds.

Illiquid Securities

The Mauritius Company may invest in illiquid securities. The prices of such securities may change abruptly and investment in illiquid securities may restrict the ability of the Mauritius Company to dispose of its assets in a timely fashion and at a price that approximates the value of the securities as used for Net Asset Value purposes, as well as restrict the Investment Advisor’s ability to take advantage of market opportunities.

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Smaller Company Risk

The Mauritius Company may invest a portion of its assets in the securities of small and mid-capitalization Indian companies. These investments may present greater opportunities for growth, but also involve greater risks than investments in more established companies.

Concentrated Investments

The Investment Advisor intends to focus its investments on a select number of Indian companies. The Company or the Mauritius Company is not limited in the proportion of its assets that may be invested in a single Indian company. Because of this focused investment strategy the Company and the Mauritius Company will be subject to a greater risk of loss with respect to its portfolio securities.

Risks of Hedging Currencies

The Company or the Mauritius Company may seek to protect the value of its assets against currency risks by engaging in hedging transactions, such as entering into forward currency exchange contracts. Hedging involves special risks, including possible default by the other party to the transaction, illiquidity and the risk that hedging could result in greater losses than if it had not been used. In certain markets, the Company or the Mauritius Company might not be able to close out a position without incurring substantial losses.

Derivatives Risk

A derivative is a contract the value of which depends on or is derived from, the performance of an underlying investment or benchmark, such as a security, index or currency. Each of the Company and the Mauritius Company may invest in derivatives. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices. Derivatives are also subject to potential adverse changes in value in response to market developments or as a result of a decline in a counterparty’s credit quality.

Some of the other risks associated with derivatives are: the use of derivatives for hedging may not be effective; there is no guarantee a market will exist when the Investment Adviser wants to buy or sell a derivative contract; the other party to a derivative contract may not be able to meet its obligations; the exchanges on which some derivatives are traded may set daily trading limits on derivative contracts preventing the Investment Adviser from being able to close a position; the risk of mispricing or improper valuation; the price of a derivative may not accurately reflect the underlying investment or benchmark; derivatives may be highly volatile and derivatives transactions may not have the effect that the Investment Adviser anticipated; and derivative transactions can create investment leverage and the Company or the Mauritius Company could lose more than the amount it invests.

The foregoing statement of risks does not purport to be a complete explanation of all the risks involved in purchasing the Shares. Potential investors should read this entire Offering Memorandum, and consult with their legal, tax and financial advisers, before making a decision to invest in the Shares.

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7. MANAGEMENT AND ADMINISTRATION

Directors of the Company

The Board of Directors is responsible for the overall management of the business of the Company. The Directors have delegated certain duties to certain service providers, subject to overall supervision and direction by the Directors, as described below. The Board of Directors also has the right to terminate any of the Company’s service agreements in accordance with the terms of those agreements. The current Board of Directors is composed of:

• Frank Laferriere - Director • Isatou Sey - Director • Abali Hoilett - Director

The address of the Directors, for the purposes of the Company, is the registered office of the Company. All Directors act in a non-executive capacity.

Frank Laferriere, CA, Senior Vice President, Chief Operating Officer

Frank is currently the Senior Vice President, Chief Operating Officer of the Investment Advisor. Prior to this he was the Chief Financial Officer, Chief Operating Officer and Board Member for Manulife Securities Inc. Frank was with Manulife Securities and its predecessor companies for over 12 years. Frank was the Chief Operating Officer and Chief Financial Officer and Board member with Berkshire TWC Financial Group (“Berkshire”), from 1998 to 2007. Berkshire was one of Canada’s leading independent dealerships consisting of an unrestricted securities dealership licensed through the Investment Industry Regulatory Organization of Canada (“IIROC”), a mutual fund dealership licensed through the Mutual Fund Dealers Association of Canada and a managing general agency for the distribution of insurance products licensed through the provincial insurance counsels. At the end of 9 years, Berkshire had 700 advisors across Canada with assets under administration of C$12.7 billion. In 2007 Berkshire was sold to Manulife Financial to form Manulife Securities. Frank remained until 2010. Frank has a broad range of experience and knowledge in the wealth management and investment industry both from a strategic as well as tactical perspective. At various points throughout his career Frank has been responsible for strategy vision and execution, operations, finance, information technology, compliance and regulatory affairs, corporate finance, product development, merger and acquisitions. Frank has been involved within the industry for over 22 years. Frank has also held a number of positions within the Barclays Bank Canadian subsidiaries where he was firstly the Chief Financial Officer for BZW Canada Limited, the broker dealer, and was responsible for all financial, regulatory and operational aspects of the dealership. Prior to Barclays Canada, Frank worked with the Canadian Federal Government where he was a regulator with the Office of the Superintendent of Financial Institutions, and the Canada Revenue Agency. Frank has also served on many industry related boards and committees. Most notably the Board of Directors for the Investment Dealers Association of Canada (predecessor to IIROC), the MFDA Policy Advisory Committee, and the Board of Directors for the Ombudsman for Banking Services and Investments (OBSI).

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Frank has his Chartered Account designation from the Ontario Institute of Chartered Accountants, as well as the Corporate Finance designation from the Institute of Chartered Accounts of England and Wales. He is certified as a Chief Financial Officer for Canadian IIROC investment dealers and has his Partners Directors and Officers Certification from the Canadian Securities Institute as well as his Honors Bachelor of Commerce degree. Isatou Sey, CAMS, Assistant Vice President.

Isatou is currently an Assistant Vice President at Walkers Fund Services Limited. Walkers Fund Services Limited is a licensed Cayman Islands Trust Company and Mutual Fund Administrator. Isatou is actively involved in the review and approval of the transactional documents used to establish trust and hedge fund structures with various investment strategies. Prior to joining Walkers Fund Services Limited, Isatou was employed by the Monetary Authority as a Senior Analyst in the Investments and Securities Division. Her responsibilities at the Monetary Authority included supervising a team of analysts that were responsible for the ongoing monitoring and regulation of hedge funds, mutual fund administrators and securities investment business licensees, to ensure compliance with the applicable laws, rules and guidelines. Further, Isatou’s responsibilities at the Monetary Authority included on site inspections of licensed entities. She was involved in the review of financial statements, mutual fund registrations and the approval process for mutual fund administrators and auditors. In carrying out her duties, Isatou had extensive interaction with attorneys, investment managers and other service providers. During her employment at the Monetary Authority, Isatou received training on securities investigation, market oversight and regulatory issues from the Ontario Securities Commission and the U.S. Securities and Exchange Commission. Isatou received a Bachelor of Business Administration degree in International Business from James Madison University in Harrisonburg, Virginia. Isatou is also a member of the Association of Certified Anti-Money Laundering Specialists. Abali Hoilett, CAIA, FRM, Vice President

Abali Hoilett is a Vice President of Walkers Fund Services Limited. Walkers Fund Services Limited is a licensed Cayman Islands Trust Company and Mutual Fund Administrator. Mr. Hoilett is actively involved in the review and approval of the transactional documents used to establish trust and hedge fund structures. Through the course of performing his fiduciary duties, Mr. Hoilett liaises with attorneys, investment managers and other service providers located around the globe.

Prior to joining Walkers Fund Services Limited, Mr. Hoilett was employed with RBC Dominion Securities (Global) Limited a wholly owned subsidiary of Canada's RBC Dominion Securities Inc. While at RBC Dominion Securities (Global) Limited, Mr. Hoilett was charged with creating investment portfolios for institutions and High Net Worth clients and facilitating securities trading and management of these portfolios. During his tenure at RBC Dominion Securities, Abali established and maintained client relationships with U.S. and Canadian exchange listed entities and their Caribbean subsidiaries along with industry leading mutual and hedge fund complexes.

Mr. Hoilett holds a BS in Finance from Seton Hall University's Stillman School of Business. In addition, Abali has completed Canadian licensing examinations such as the Canadian Securities Course (CSC), The Derivatives Fundamentals Course (DFC), The Options Licensing Course (OLC) and The Futures Licensing Course (FLC). Mr. Hoilett has also earned his Chartered Alternative Investment Analyst designation is a Financial Risk Manager-Certified by the Global Association of Risk Professionals and is a Chartered Financial Analyst charter holder and a member of the CFA Institute.

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Secretary of the Company

The Secretary of the Company is Codan Trust Company (Cayman) Limited, who shall serve as Secretary until it resigns or is removed in accordance with the Articles of the Company.

Directors of the Mauritius Company

The board of directors of the Mauritius Company has similar powers and duties in respect of the Mauritius Company as the Board has in respect of the Company. The directors of the Mauritius Company are Shahed Ahmad Hoolash, Anil Sharma and Victoria J. Ringelberg.

The Investment Adviser

Portland Investment Counsel Inc. dates back to 1987 when Michael Lee-Chin acquired Advantage Investment Counsel. Since that time, the Investment Adviser has served as investment adviser for as much as Cdn$15 billion dollars of retail mutual funds. The Investment Adviser has invested in equities, bonds and other securities in Canada, the US and globally. The Investment Adviser is built on its commitment to one Investment Philosophy which has the following 5 components:

• Own a few high-quality businesses; • That you thoroughly understand; • Are domiciled in strong, long-term growth industries; • Make prudent use of other people’s money; and • Are bought at attractive valuations and held as long as the company remains high quality and at a

reasonable valuation.

The Investment Adviser’s investment team has over 150 years of combined business and portfolio management experience. Members of its team have held CEO and Senior Executive positions in Canada and around the globe in a variety of industries. This extensive experience and judgement is combined with a disciplined and in-depth research process to make investments that are consistent with the Investment Adviser’s Investment Philosophy.

Together with its affiliates, Portland Private Equity and Portland Holdings, the Investment Adviser is not just an investor but is also an owner and operator of businesses in Canada as well as in the emerging markets. Portland Investment Counsel Inc. has been investing in India since 2002.

Pursuant to an Investment Advisory Agreement between the Company and the Investment Adviser, Portland Investment Counsel Inc. has been appointed as the Investment Adviser to the Company. The Investment Adviser is authorised to provide advisory and investment management services to the Company in accordance with the Company’s investment objective and strategies (see Section 5 herein) and marketing support from time to time. The Investment Adviser has also been appointed as the investment adviser to the Mauritius Company.

The Investment Advisory Agreement provides that the Company shall pay to the Investment Adviser on the last Valuation Date in each month, in arrears, an Investment Advisory Fee equal to:

(i) in the case of Class A Shares, 1.5% of the NAV per Share;

(ii) in the case of Class B Shares, 1% of the NAV per Share; and

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(iii) the Investment Advisor Fee for Class O Shares will be negotiated and paid directly by the Shareholder and will not be paid by the Company.

Each Shareholder shall also pay the Investment Adviser the Performance Fee on the Shares held by them on the last Business Day of each year, on termination of the Investment Advisory Agreement (each a “Performance Valuation Date”) and on the date any of their Shares are redeemed (including redemptions in connection with the Cash Distribution Option). Performance Fees are paid directly by the Shareholders and are not charged to the Company. The amount of the Performance Fee payable by each Shareholder is set forth in the relevant Shareholder’s Subscription Agreement and generally will be equal to the following:

(i) in the case of Class A Shares, 20% of the increase, if any, from the High Water Mark for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date);

(ii) in the case of Class B Shares, 10% of the increase, if any, from the High Water Mark for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date); and


Performance Fees will be collected through the automatic redemption of Shares, unless a Shareholder has made alternative arrangements with the Investment Adviser for the payment of the Performance Fee.

The Investment Adviser has no obligation to restore to a Shareholder any Performance Fee previously earned and paid, notwithstanding a loss in a subsequent period.

Under the terms of the Investment Advisory Agreement, the Company has granted an indemnity to the Investment Adviser, its affiliates and their respective duly appointed agents, representatives, directors, officers, employees and shareholders in respect of actions brought against it in its capacity, provided such actions did not involve bad faith, wilful breach of duty by the Investment Adviser or a reckless act on the part of the Investment Adviser.

The Investment Advisory Agreement has an initial term of 5 years and will thereafter continue in force unless and until terminated by either party giving the other party not less than 30 days’ written notice (or such shorter notice as the other party may agree to accept), except that such Agreement may be terminated forthwith by either party if the other party (i) commits any breach of its obligations under such Agreement, which breach is not remedied within 10 days or (ii) goes into liquidation.

The Investment Adviser was formed by amalgamation under the laws of Ontario on June 20, 2002. The principal place of business of the Investment Adviser is Burlington, Ontario. The following are the directors and officers of the Investment Adviser:

Name and Municipality of Residence: Office with the Investment Adviser

Michael Lee-Chin Executive Chairman, Chief Executive

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Flamborough, Ontario Officer, Portfolio Manager and Director

Robert Almeida Oakville, Ontario

Senior Vice President, Portfolio Manager and Director

Frank Laferriere Oakville, Ontario

Senior Vice President, Chief Operating Officer and Director

Barry J. Myers Toronto, Ontario

Director

Randy LeClair Hamilton, Ontario

Senior Vice President, Chief Investment Officer and Portfolio Manager

James Cole Calgary, Alberta

Senior Vice President and Portfolio Manager

Chris Wain-Lowe Ancaster, Ontario

Executive Vice President and Portfolio Manager

Greg Placidi Burlington, Ontario

Senior Vice President and Portfolio Manager

Kevin Gould Burlington, Ontario

Chief Financial Officer

Nadine Milne Burlington, Ontario

Acting Chief Compliance Officer

Geri DeWeerd Branchton, Ontario

Vice President, Administration

Eric Valderrama Burlington, Ontario

Vice President, Sales

Erin Marof Hamilton, Ontario

Director Financial Reporting, Products

Michael Lee-Chin and Robert Almeida are the individuals with the Investment Adviser that are principally responsible for selecting investments for the Company and the Mauritius Company.

Michael Lee-Chin, B.Eng., LLD (Honorary), Executive Chairman

He was born in Jamaica in 1951 to very humble beginnings. In 1986, at the age of 35, Michael showed his entrepreneurial spirit by purchasing AIC Limited (AIC). By the mid nineties with Michael's stewardship, AIC became Canada’s largest privately held mutual fund company. In September 2009, the management of many of the AIC investment funds was transferred to Manulife Mutual Funds, a division of Manulife Asset Management Limited which is a part of Manulife Financial. This was the second company which Michael built from the ground up and sold to Manulife Financial. In 2007, Manulife Financial purchased the Berkshire-TWC Financial Group, an investment dealer with approximately 1,000 financial advisors and Cdn$12.5 billion in assets under administration.

In 2002, Michael returned to his home land of Jamaica and purchased a 75% stake in the National Commercial Bank of Jamaica Limited (NCB). At the time of purchase, he immediately deployed a

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transformation team with a mandate to improve employee morale, increase customer confidence and modernize the bank’s IT infrastructure. Today, NCB is the largest bank in the country and has a formidable reputation for being a leader in corporate citizenship and for its mantra “Building a Better Jamaica”.

In 2006, Michael co-founded Columbus International Inc., a diversified telecommunications company which provides services to over 21 countries across the Caribbean and Latin America. Michael through Portland Investment Counsel continues to manage over Cdn$1.6 billion for Manulife Financial as of June 30, 2011. He is currently the Executive Chairman of Portland Holdings Inc., Portland Investment Counsel, Chief Executive Officer of Portland Private Wealth Services and Chairman of Portland Private Equity.

Among his many personal accomplishments, Michael has received the doctor of laws degree from a number of distinguished universities including, McMaster University, the University of Toronto, Northern Caribbean University, Wilfred Laurier University, the University of West Indies and York University.

In 2008, he received the Order of Jamaica – one of the country’s highest national honours for outstanding service in business and philanthropy. In 2010 Michael joined the Board of the Trust for the Americas (a dynamic development institution affiliated with the Organization of American States (OAS)) recognizing his “leadership in the area of corporate social responsibility”. The OAS is an organization that, with 35 member countries, facilitates development, security, human rights, democracy and prosperity throughout the Western Hemisphere.

Robert Almeida, B.Comm., CA, Senior Vice President and Portfolio Manager

Robert Almeida brings a strong business management perspective to the Portfolio Investment Management Team.

Portland Investment Counsel believes strongly that “Understanding” is the key to successful investing and that, as Mr. Buffett states, “I am a better Investor because I’m a Business Person and a better Business Person because I’m an Investor.”

Robert has over 25 years experience, both as an Investor and as a Business Executive. Some specific business experiences that he brings to his role as a portfolio manager are:

• Chartered Accountant with Ernst & Young

• Strategic Development Executive at Loblaw in the1990’s

• Founding President of President’s Choice Financial

• Executive on CIBC’s US retail expansion team

• Founding Chairman of Amicus Bank of Canada

• Founding investor in Columbus International Inc., which has become the leading cable/telecom provider in the Caribbean and serves 21 countries

• Director of National Commercial Bank of Jamaica Limited, the largest bank in Jamaica

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• Director of Kingston Wharves Limited, one of two operators at the busy port of Kingston Jamaica. This port has more volume than any port on the eastern sea-board of the United States, with volumes comparable to Panama

Robert is also a founding Partner of Portland Private Equity and a Managing Partner of the AIC Caribbean Fund, a private equity fund with capital commitments from institutional investors in Europe, the U.S.A., Canada and the Caribbean.

He joined Portland (AIC) in July 2002 and is a co-manager of the Manulife Advantage Funds with approximately Cdn$788 million invested globally as of June 30, 2011. As a manager of public and private equity portfolio investments, Robert continues to practice as both, an Investor and a Business Person.

In addition to his CA designation, he also earned a Bachelor of Commerce degree with High Distinction from the University of Toronto.

Select STAR Trust

Select STAR Trust holds all of the outstanding founder shares of the Company. Select STAR Trust is independent of the Investment Adviser. The trustee of Select STAR Trust is Codan Trust Company (Cayman) Limited and the enforcer is Hugh Hart of Hart Muirhead Fatta, ICWI Building, 3rd Floor, 2 St. Lucia Avenue, Kingston 5, Jamaica. The principal objective of Select STAR Trust is to hold and apply the founder shares of the Company in accordance with a stated business plan. The business plan of Select STAR Trust is to provide a mechanism for the holding of the founder shares of the Company and to exercise the rights attached to such shares to procure, among other things, that the principal objective of the Company remain those as set out in this Offering Memorandum.

Custody and Safekeeping of Investments

The Company has engaged Deutsche Bank Securities Inc. (the “Broker”) to act as its broker in accordance with the terms of an account agreement (the “Account Agreement”) entered into between the Company and the Broker. The Broker is a subsidiary of Deutsche Bank AG and its office is located at P.O. Box 515, Baltimore, Maryland 21203, United States. Under the Account Agreement, the Broker will provide brokerage services to the Company in respect of investments that it holds, and is responsible for the safekeeping of the investments held by the Company.

Under Indian regulations, the Mauritius Company is required to appoint a domestic custodian in India for maintaining the Indian investments. For this purpose, the Mauritius Company has appointed Deutsche Bank A.G. Mumbai Branch to act as the custodian in India, and the duties and responsibilities of Deutsche Bank A.G. Mumbai Branch are set out in an agreement between the Mauritius Company and Deutsche Bank AG, Mumbai Branch. These duties include the establishment and maintenance of custodial accounts in which will be deposited the Indian investments made by the Mauritius Company.

The Mauritius Company will indemnify the custodian in India and hold it harmless against all charges, costs, damages, losses, claims, liabilities, expenses, fees and disbursements (together with any value added tax or similar tax imposed from time to time), which the custodian in India may suffer or incur howsoever in connection with or arising from its custodial services, except in case of negligence or wilful misconduct on the part of the custodian in India.

The custody agreement with the custodian in India may be terminated by either party by giving prior written notice of not less than ninety (90) days to the other party.

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Administrator

Deutsche Bank (Cayman) Limited, established in 1983, has been appointed the Company’s Administrator (the “Administrator”) pursuant to an Administration Agreement (the “Administration Agreement”). Deutsche Bank (Cayman) Limited is an ordinary company with limited liability incorporated in the Cayman Islands on 14 February 1983. Its office is located at Boundary Hall, Cricket Square, P.O. Box 1984, Grand Cayman KY1-1104, Cayman Islands. The Administrator holds a category “A” banking license and an unrestricted trust license issued pursuant to the Banks and Trust Companies Law of the Cayman Islands. The Administrator is also a licensed mutual fund administrator pursuant to the Mutual Funds Law of the Cayman Islands. Its ultimate parent company is Deutsche Bank AG.

Under the Administration Agreement, the Administrator will be responsible for, among other things, calculating the NAV of the Company; performing various administrative, registrar and transfer agency and other services for the Company in respect of the Company, including, without limitation, processing subscriptions and redemptions of Shares; dealing with investor queries; performing all anti-money laundering/shareholder identification checks; and preparing annual and semi-annual financial statements. In calculating Net Asset Value and NAV per Share, the Administrator may rely, without further inquiry, investigation or verification, upon information and communications received by the Administrator from any source, including the Investment Adviser, or any other person, firm or corporation whatsoever, and the Administrator shall not (in the absence of proven fraud, wilful default or gross negligence on the part of the Administrator) be liable for any loss suffered by the Company or any Shareholder by reason of any error in such calculations by the Administrator resulting from any inaccuracy in any such information. For the purposes of this indemnity, gross negligence means any act or omission showing so marked a departure from the normal standard of conduct of a professional person exercising ordinary professional care and skill as to demonstrate reckless or wilful disregard of the consequences of that act or omission.

Under the Administration Agreement, the Company agrees to indemnify the Administrator and its affiliates and the officers, directors, partners, members, employees, agents and representatives of the Administrator and its affiliates from all claims and demands made, asserted or threatened, judgments, fines, losses, costs, damages, proceedings and expenses (including but not limited to legal fees) as and when the same are incurred and howsoever incurred in connection with the Administrator’s performance of its duties under the Administration Agreement other than those resulting out of the Administrator’s own proven fraud, gross negligence or wilful default.

The Administration Agreement may be terminated by either party giving not less than ninety (90) days’ written notice to the other party. In addition, either the Company or the Administrator can terminate the Administration Agreement by providing written notice to the other if the other party commits any material breach of its obligations under the Administration Agreement and fails to remedy such breach (if capable of remedy) within ten (10) Business Days of receiving notice from the non-defaulting party requiring it to do so.

The Administrator shall also have the right to terminate the Administration Agreement immediately without notice or cure period, if (i) the Company or the Investment Adviser goes into liquidation, bankruptcy, is dissolved or a receiver is appointed over any of its assets, or any similar event occurs, (ii) the Investment Adviser (or control person thereof) is no longer serving as the investment adviser (or control person) of the Company’s assets and the Administrator determines, in its sole discretion, that the successor investment adviser (or control person) is not acceptable; (iii) if either the Company or the Investment Adviser violates applicable law or is named as a respondent, defendant or is otherwise the focus of a regulatory, civil or criminal proceeding; or (iv) if the Administrator has reasonable grounds to believe, and has consulted competent outside counsel who advises, that the Company or the Investment Adviser is engaging in actions that could expose the Company, the Investment Adviser, the Administrator or the Administrator’s affiliates to material liability or significant reputational risk.

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The Administration Agreement is governed by the Cayman Islands laws.

Neither the Administrator nor the officers, directors, members, employees or affiliates or agents of the Administrator are directly involved in the business affairs, organization, sponsorship or management of the Company nor will they be responsible for the preparation or issue of this Offering Memorandum other than in respect of the description of the Administrator and the services it will provide.

The Administrator shall not be responsible for the monitoring of the investments made by the Investment Adviser or the compliance with the investment policies and investment restrictions contained in this Offering Memorandum or the Articles. The Administrator will not review or control the valuation of the assets as may be held in the Company’s account from time to time. The Administrator has no decision-making discretion relating to the Company’s investments. The Administrator is a service provider to the Company and is not responsible for the preparation of this Offering Memorandum and therefore accepts no responsibility for the accuracy of any information contained in this Offering Memorandum.

Mauritius Administrator

Deutsche International Trust Corporation (Mauritius) Limited has been appointed as the administrator of the Mauritius Company under the Administration Agreement.

Auditors

PricewaterhouseCoopers located at Strathvale House, 90 North Church Street, George Town, Grand Cayman, Cayman Islands, has been appointed as auditors to the Company and will conduct their audits in accordance with International Standards on Auditing. The engagement letter to be entered into between the Company and the auditors will contain provisions limiting the liability of the auditors except to the extent finally determined to have resulted from their wilful or intentional neglect or misconduct, or fraudulent behaviour. Other release and indemnity provisions will be also contained in the engagement letter relating to consequential loss, third party claims and fraudulent acts or omissions, misrepresentations or wilful default on the part of the Company, the Directors, employees or agents. Audit reports may be relied upon solely by those to whom they are addressed. PricewaterhouseCoopers located 18 CyberCity, Ebène, Mauritius has been appointed as auditors to the Mauritius Company.

8. SUBSCRIPTIONS, TRANSFERS AND REDEMPTIONS

Subscriptions

The Shares are being offered for sale to qualified investors as a private placement directly by the Company without a prospectus or registration under the securities laws of any jurisdiction. Shares will not be offered to Canadian Persons, US Persons (other than in the case of US Persons when prior approval of the Directors has been obtained) or any other person if such offering is prohibited by applicable securities laws.

The Company is selling Shares for investment as of each Subscription Day, being the first Business Day of each month. The minimum initial investment in the Company is US$110,000. The Directors shall not accept an initial subscription of less than US$100,000 or the minimum prescribed by the Mutual Funds Law from time to time. Subsequent investments must be in a minimum amount of US$25,000 or such other amount as may be accepted by the Directors. The subscription moneys must be denominated in US Dollars and must be sent by wire transfer, in order to be received no later than 12 p.m. Cayman time on the relevant Subscription Day.

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The initial Subscription Price will be US$1,000 per Share. Thereafter the Subscription Price per Share will be the NAV per Share on the Subscription Day.

Subject to the absolute discretion of the Directors, a completed Subscription Agreement and Application Form must be received by the Administrator no later than 5:00 p.m. (Eastern Time), three (3) Business Days immediately preceding such Subscription Day (the “Cut-Off Time”) in order for the subscription to be accepted on that Subscription Day. If the Company receives a duly completed Subscription Agreement and Application Form after the Cut-Off Time but on or before the Subscription Day, then the Directors may, in their absolute discretion, accept such subscription and issue Shares at the same Subscription Price per Share applicable on the relevant Subscription Day rather than deposit the subscription until the next Subscription Day. Subscription forms may be submitted by fax to the Administrator at 1 (345) 945-6198 or a scanned copy by email to the Administrator at [email protected], provided that the subscriber receives written confirmation from the Administrator that the faxed or emailed subscription form has been received. Subscribers whose subscriptions are not rejected by the Company, and whose subscription forms and subscription monies have been received within the time frames set out above, will be admitted to the Company effective immediately on the relevant Subscription Day. No escrow account is used in the processing of subscriptions. The Company will send to subscribers a notice of the acceptance of their applications and of the number of Shares issued to them. The Company is authorised to issue Shares in fractional amounts. All Shares are issued in registered book form entry only.

The Company may reject a subscription for any reason and is not obliged to disclose the reason, or reasons, for rejecting any subscription application. In the event of a subscription application being rejected, the subscription moneys will be returned by wire transfer (with charges for the account of the recipient) to the applicant’s account at the Remitting Financial Institution.

A subscription received and not immediately rejected by the Company will be deposited in a non-interest bearing account with the Administrator, pending either the return of the full amount without interest or deduction of such subscription to the subscriber’s account at the Remitting Financial Institution, subject to applicable anti-money laundering procedures, if such subscription is rejected by the Company, or the acceptance of such subscription by the Company at the next Subscription Day.

All subscriptions are irrevocable except as discussed under “Temporary Suspension” below. The Directors, in their sole discretion at any time, may withdraw and terminate the offering of Shares in whole or in part or in respect of any particular jurisdiction.

The Directors retain the right to limit new subscriptions and re-open the Company to additional subscriptions for Shares at any time and from time to time.

Interested investors should apply to the Company at the address of the Administrator shown on page 1 using the Subscription Agreement and Application Form available from the Investment Adviser. A Remittance Confirmation (in the form available from the Investment Adviser) must be forwarded to the investor’s Remitting Financial Institution for completion and submission directly to the Administrator.


Commencing March 2011, each Shareholder shall be permitted to exercise a quarterly cash redemption of Shares of a specified amount. The specified amount for the Cashflow Distribution Option for 2011 is US$70 per annum per Share (which is 7% annually based on the initial issue price of US$1,000). Commencing in 2012, the Company will annually determine and announce each February the amount for the Cashflow Distribution Option for that calendar year based upon the Investment Adviser’s views of the

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prevailing market conditions for the next year. The amount of the quarterly cash distribution amount may fluctuate and redemptions under this option may be suspended by the Directors if they determine in their sole discretion that such suspension is in the best interests of the Company.

Shareholders wishing to participate in the Cashflow Distribution Option must indicate this fact on the Subscription Agreement and Application Form. Shareholders subsequently wishing to participate in the Cashflow Distribution Option must provide written notice to the Administrator at least 30 days prior to a scheduled cash redemption day. Shareholders wishing to discontinue at least their participation in the Cashflow Distribution Option must provide written notice to the Administrator at least 3 Business Days prior to a scheduled cash redemption day.

Redemptions paid in connection with the Cashflow Distribution Option will be net of applicable Investment Advisory Fees, Performance Fees and wire transfer fees.

Transfer of Shares

Shares may not be transferred without the prior written consent of the Board, which may be granted or denied in the Board’s sole discretion. No proposed transfer of Shares will be recognised until the appropriate documents, representations and warranties, in a form and substance satisfactory to the Directors and the Administrator have been approved, and the register of Shareholders updated accordingly.

Redemptions

The holder of a Share may require that such Share be redeemed by the Company on a Redemption Day, provided written notice in the form of a Redemption Form is received by the Administrator no later than 30 days prior to the relevant Redemption Day (or such later date as the Directors may approve).

Process for Redemption

Redemption requests may be submitted by fax to the Administrator 1 (345) 945-6198 or a scanned copy by email to the Administrator at [email protected], provided that the investor receives written confirmation from the Administrator that the faxed or emailed redemption request has been received. Redemption requests, once submitted, may not be revoked except with the consent of the Board of Directors.

The Administrator will confirm in writing within five (5) business days of receipt of all faxed or emailed redemption requests which are received in good order. Investors failing to receive such written confirmation from the Administrator within five (5) business days should contact the Administrator at +1 (345) 914-5670 to obtain the same. Failure to obtain such written confirmation will render faxed or emailed instructions void.

Shares of a particular Class will be redeemed at a price (the “Redemption Price”) equal to the NAV per Share of such Class as of the applicable Redemption Day, after payment by the Shareholder of any Performance Fee, and less applicable Investment Advisory Fees, wire transfer fees and other deductions set out herein.

Wire transfer fees and third party administrative costs will be borne by the redeeming Shareholder.

In the event of any circumstance outlined in Section 13 - “General Information - Suspension of Issue and Redemption of Shares” below, the Company may reduce the number of Shares to be redeemed on a proportionate basis. The balance of Shares not redeemed will be carried forward to the next

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Redemption Day and will be redeemed in priority to any requests for redemption received for such next following Redemption Day.

A person who, by reason of any restriction disclosed in this Offering Memorandum or in the Subscription Agreement and Application Form, was not qualified to acquire or ceases to be qualified to hold all or any of the Shares registered in his name, who becomes aware that he is holding or owning Shares in breach of any law of any country or governmental authority or by virtue of any such law he is not qualified to hold such Shares, or that such holding will, or will be likely to, cause a pecuniary or tax disadvantage to the Company or to any other holder of such Shares, shall forthwith either request the transfer of the Shares to a person qualified to hold and own the same (subject to the Directors’ discretion to permit or decline to permit a transfer) or give a request in writing for the redemption of such Shares. The Directors of the Company may, at their sole discretion, at any time and for any reason, upon at least five days’ written notice to a Shareholder, require the compulsory redemption of such holder’s Shares.

Redemption Form

A request for redemption must, at a minimum, contain the information set out in the Redemption Form (available from the Investment Adviser), i.e. the number of Shares or aggregate dollar amount to be redeemed, representations and warranties that the redeeming Shareholder is the lawful and beneficial owner of the Shares to be redeemed and that such Shares are not subject to any pledge or otherwise encumbered in any fashion. The Administrator is entitled to require additional documents, such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator and certificates of corporate authority prior to making any payment in respect of redemptions.

Payment of Redemptions

Redemption proceeds (net of any Investment Advisory Fees, Performance Fees, wire transfer fees and applicable third party administrative costs, and subject to the holdback, if any) will be paid to the Shareholder within a reasonable period after the relevant Redemption Day without interest, which period is not expected to exceed 30 days, although this cannot be guaranteed. No escrow account is used in processing redemptions.

If a Shareholder has redeemed more than 90% of the Shares held by such Shareholder, the Company reserves the right to retain up to 10% of the redemption proceeds until not more than 30 days after the annual audit for the year in which the redemption occurred is completed to confirm the accuracy of the payment, and to make any necessary adjustments to correct any inaccuracies. Under extraordinary circumstances, the Company may delay redemptions payments until such time as the extraordinary circumstances no longer exist.

Payment will be made by wire transfer only (with charges for the account of the recipient) to the registered Shareholder’s account at the Remitting Financial Institution or, if approved by the Board in its discretion, to another account held in the name of the registered Shareholder on the written instructions of the registered Shareholder.

Net Asset Value

On each Valuation Date and on such other dates as the Directors deem appropriate, the NAV of the Company and of each Class of Shares, shall be calculated by the Administrator. The NAV of the Company on any date shall mean the value of the Company’s assets less an amount equal to its liabilities on such date.

The determination of the NAV of the Company shall be made in accordance with the following:

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(a) The value of any cash on hand or on deposit, bills, demand notes, accounts receivable, prepaid expenses, dividends receivable (if such dividends are declared and the date of record is before the date as of which the Net Asset Value is being determined) and interest accrued and not yet received, shall be deemed to be the full amount thereof, unless the Administrator determines that any such deposit, bill, demand note, account receivable, prepaid expense, dividend receivable or interest accrued and not yet received is not worth the full amount thereof, in which event the value thereof shall be deemed to be such value as the Administrator determines to be the reasonable value thereof.

(b) The value of any security which is listed or dealt in upon a public securities exchange will be valued using IFRS standards at the last available bid price for long positions and ask price for short positions on the Valuation Date or, if the Valuation Date is not a business day, on the last business day preceding the Valuation Date. If no sales are reported on such day, such security will be valued at the mean of the current bid and asked prices. If the closing price is outside of the closing bid-ask range, then the closest bid or ask to the last trade will be used. Securities that are listed or traded on more than one public securities exchange or that are actively traded on over-the-counter markets while being listed or traded on such securities exchanges or over-the-counter markets will be valued on the basis of the market quotation which, in the opinion of the Administrator, most closely reflects their fair value.

(c) Any securities which are not listed or dealt in upon any public securities exchange will be valued according to independent broker quotes, if available, or through a pricing model provided by the Investment Adviser and approved by the Board, as at the Valuation Date.

(d) The value of any restricted security shall be the lesser of (i) the value thereof based on any available reported quotations in common use and (ii) that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, warranty or agreement or by law, equal to the percentage that the acquisition cost thereof was of the market value of such securities at the time of acquisition thereof.

(e) The value of all Company property valued in a currency other than the US Dollar and all liabilities and obligations of the Company payable by the Company in a currency other than the US Dollar shall be converted into US Dollars by applying the rate of exchange obtained from Bloomberg, or any other such similar source of rates of exchange as selected by the Administrator from time to time, to calculate Net Asset Value.

(f) Each transaction of purchase or sale of portfolio securities effected by the Company will be reflected in the computation of the Net Asset Value of the Company on the trade date.

(g) The value of any security or property to which, in the opinion of the Administrator or the Investment Adviser, the above principles cannot be applied (whether because no price or yield equivalent quotations are available, or because it would not represent the price that would be received if the position were sold or for any other reason), shall be the fair value thereof determined in such manner as the Investment Adviser may from time to time determine based on good faith.

(h) Short positions will be marked-to-market, i.e. carried as a liability equal to the cost of repurchasing the securities sold short applying the same valuation techniques described above.

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(i) Liabilities of the Company will be deducted from the Class to which they specifically relate, or proportionately from all Classes (based on their respective Net Asset Values) if they are not specifically attributable to a Class or Classes. For purposes of the calculation of NAV of the Company, the expenses incurred in respect of the organization of the Company and offering of Shares will be amortized over a 3-year period.

The Administrator shall be entitled to rely without inquiry upon the valuations submitted to it by reputable pricing services or the Investment Adviser and shall have no responsibility to determine the accuracy or otherwise thereof. In the event the Investment Adviser provides the pricing of an investment, it shall forward to the Directors the support for such pricing and obtain the approval of the Directors for such pricing prior to the Net Asset Value being released to Shareholders.

The NAV per Share of each Class is determined by first allocating any increase or decrease in the NAV of the respective Classes for a period, prior to the deduction of any accrued Investment Advisory Fees, or other Class specific expenses attributed to such Class, deducting from the Net Asset Value of each Class the Investment Advisory Fee and other Class specific expenses attributable to such Class and then by dividing the Net Asset Value of each Class by the number of outstanding Shares therein.

The NAV per Share shall be rounded up to the nearest cent or such other amount as the Directors may determine and the benefit of any such roundings may be retained by the Company.

In connection with the determination of the NAV of the Company and the NAV per Share, the Administrator may consult with and is entitled to rely upon the advice of the Company’s custodians and brokers. The Administrator is also entitled to rely on prices provided by the Investment Adviser where deemed appropriate (subject to approval of the Directors), and shall be exculpated from any liability to the Company, the Shareholders or any other party for so doing in good faith. In no event and under no circumstances shall the Directors, Administrator or the Investment Adviser incur any individual liability or responsibility for any determination made or other action taken or omitted by them in good faith in this regard.

Temporary Suspension

The determination of the NAV per Share may be suspended for any reason outlined in Section 13 - “General Information - Suspension of Issue and Redemption of Shares”. No Share may be issued or redeemed during a period of suspension, and no redemption payments may be made during such a period.

In the event of a suspension of the determination of prices, a Shareholder may withdraw his request for subscription or redemption of Shares, provided such a withdrawal is actually received before the termination of the period of suspension. Where the request is not so withdrawn, the subscription or redemption of the Shares will be made on the Subscription Day or Redemption Day, as the case may be, next following the end of the suspension.

9. FEES, COMPENSATION AND EXPENSES

The Company will be responsible for its various administrative and operational fees and expenses.

Brokerage Commissions and Transaction Charges

The Company shall pay the brokerage commissions and transaction charges charged by brokers in connection with the Company’s trading activities. There is no way to predict accurately the total amount of brokerage commission or the transaction charges which will be paid by the Company, since those

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charges are entirely dependent on the volume of trading directed by the Investment Adviser and the rates charged by the brokers, which will be normal commercial rates.

Investment Advisory Fees

Under the terms of the Investment Advisory Agreement, the Company will pay Investment Advisory Fees to the Investment Adviser as described above under Section 7 – “Management and Administration – The Investment Adviser”.

The Investment Advisory Fee is payable by the Company to the Investment Adviser within 5 days after it becomes due. In addition, the Company may pay a service fee to any third party distributors of the Shares provided that fees paid in respect of portfolio management and distribution services may not in the aggregate exceed an amount equal to the Investment Advisory Fee and Performance Fee applicable to the Share. The Investment Adviser may waive, in whole or in part, the Investment Advisory Fee with respect to any Class of Shares.

Performance Fees

Each Shareholder shall also pay the Investment Adviser the Performance Fee on the Shares held by them on the last Business Day of each year, on termination of the Investment Advisory Agreement (each a “Performance Valuation Date”) and on the date such Share is redeemed (including redemptions in connection with the Cash Distribution Option). Performance Fees are paid directly by the Shareholders and are not charged to the Company. The amount of the Performance Fee payable by each Shareholder is set forth in the relevant Shareholder’s Subscription Agreement and generally will be equal to the following:

(i) in the case of Class A Shares, 20% of the increase, if any, from the High Water Mark for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date);

(ii) in the case of Class B Shares, 10% of the increase, if any, from the High Water Mark for such Shares to the aggregate NAV of such Shares on such Performance Valuation Day or Redemption Day, as the case may be (before giving effect to any Performance Fee accrued or payable on such date); and


Performance Fees will be collected through the automatic redemption of Shares, unless a Shareholder has made alternative arrangements with the Investment Adviser for the payment of the Performance Fee.

Redemption Fee and Deductions

There will be deducted from all redemption proceeds wire transfer fees and any third party administrative costs incurred by the Company in connection with the redemption.

Commissions

Agents who have participated in the marketing of the Shares may charge an initial sales commission of up to 3% of the value of Shares purchased. Initial sales commissions will be charged directly to the investors and will not be paid by the Company.

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The Investment Adviser may pay a referral or trailer fee from time to time to agents who participated in the marketing of the Shares. Payments are made monthly or quarterly at an annual rate calculated as a percentage of the value of the Shares held by the dealer’s clients. Referral or trailer fees are paid in accordance with the following schedule. The amounts shown are inclusive of taxes, where applicable.



Class O Negotiated

Wire Transfer Fees

Shareholders will be charged a US$50 fee by the Administrator in connection with the wiring of redemption proceeds, including those paid in connection with the Cashflow Distribution Option. This fee is over and above normal bank charges, deducted from redemption proceeds and is subject to change from time to time.

The Administrator’s Fees

As compensation for its services to the Company, the Administrator receives, payable solely out of the assets of the Company, annual and special fees, calculated and accrued on each Valuation Date.

In addition, the Administrator is entitled to reimbursement for certain out-of-pocket expenses.

The Directors’ Fees and Expenses

The Company will reimburse the Directors for any reasonable out-of-pocket expenses incurred in carrying out their duties as Directors, and will pay all Directors an annual fee (currently US$5,000 each).

Organisational and Offering Expenses

Expenses incurred on behalf of the Company in connection with the organisation of the Company and in connection with the Company’s initial offering, will be reimbursed by the Company. These expenses include, without limitation, legal fees, accounting fees, printing costs and out-of-pocket expenses incurred by the Investment Adviser in connection with the initial offering. For NAV calculation purposes, the organizational costs of the Company will be amortized over its initial three years of operation. The Directors believe that amortizing these expenses is more equitable than requiring the initial investors to bear those costs. However, the amortization of these expenses is not in accordance with IFRS and may result in the Company receiving a different net asset value per Share for financial statement purposes.

Operating Expenses

The Company will be charged certain operating expenses incurred by or on behalf of the Company, including, but not limited to, interest on borrowings and commitment fees and related expenses payable to lenders, accounting and auditing costs, legal costs, insurance premiums, applicable taxes, custodial fees, registrar and transfer agency fees and expenses, trustee, enforcer and all other fees related to Select STAR Trust, administration fees and expenses, expenses relating to the continuing offering of the Shares,

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printing mailing and courier expenses including the cost of printing the Company’s Offering Memorandum and Subscription Agreement and delivering them to existing and potential Shareholders, the cost of maintaining the Company’s corporate existence, all reasonable extraordinary or non-recurring expenses including any litigation expenses, and fees and expenses incurred in connection with investigating potential investments.

Class-Specific Expenses

In most cases, fees and expenses of the Company are borne proportionately by all Classes of Shares. Certain fees and expenses will be incurred which are specific to a Class of Shares and will be borne by Shares of that Class only.

10. TAXATION

Certain Cayman Islands Tax Considerations

Brief details of the taxation treatment in the Cayman Islands are set out below but it is entirely for prospective investors to inform themselves as to any taxation or exchange control legislation affecting them personally. The following summary should not be considered legal or professional tax advice.

The Government of the Cayman Islands, will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or the Shareholders. The Cayman Islands are not party to any double taxation treaties.

Certain Mauritius Tax Considerations

The Mauritius Company holds a Category 1 Global Business Licence issued by the Mauritius Financial Services Commission and is tax resident in Mauritius.

The Income Tax Act 1995 of Mauritius imposes a tax on the chargeable income of a Mauritius company at the rate of 15%. However, under the Income Tax (Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and to the regulations under the said Income Tax (Foreign Tax Credit) Regulations 1996, credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same income, and where credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the amount of the credit. Under the Income Tax (Foreign Tax Credit) Regulations 1996, “foreign source income” means income which is not derived from Mauritius and includes in the case of a corporation holding a Category 1 Global Business Licence under the Financial Services Act 2007 of Mauritius, income derived in the course of a global business. Subject to the provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the Mauritius Revenue Authority showing the amount of foreign tax which has been charged and for this purpose, “written evidence” includes a receipt of the relevant authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country. However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue Authority showing the amount of foreign tax charged on the foreign source income, the amount of foreign tax shall nevertheless be conclusively presumed to be equal to 80% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on the chargeable income would be 3%.

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Mauritius has no capital gains tax (other than on the sale of immovable property) and has no taxation in the nature of a withholding tax on the payment of dividends, interests or royalties applicable to a holder of a Category 1 Global Business Licence issued by the Mauritius Financial Services Commission. There is no estate duty, inheritance tax or gift tax in Mauritius.


Under the Income Tax Act (Canada) residents of Canada are subject to Canadian federal income tax on their worldwide income, and non-residents of Canada are subject to Canadian federal income tax on their income from businesses carried on in Canada. Each of the Company and Mauritius Company intends to conduct its affairs such that at all times it will not be resident in Canada under the Income Tax Act (Canada). Although the assets of the Company and Mauritius Company are actively managed by the Investment Adviser in Canada, neither the Company nor Mauritius Company will be treated as carrying on business in Canada provided that the Investment Adviser limits its activity to the provision of “designated investment services” as defined in the Income Tax Act (Canada). The Investment Adviser intends to limit its services to both the Company and Mauritius Company to the provision of “designated investment services”. Accordingly, neither the Company nor Mauritius Company should be subject to tax in Canada.

No warranty is given or implied regarding the applicability or interpretation of the tax laws in any jurisdiction. Prospective investors should consult with and rely on their own tax advisers with respect to the possible tax consequences, including the effect of income and other tax laws of any country, province, state or local tax authority which may apply.

11. REPORTS

The Company will keep its books on an accrual basis with a fiscal year ending December 31 in each year. The first financial statements for the Company will be drawn up from the commencement of operations to December 31, 2011. The financial statements of the Company will be prepared in accordance with IFRS.

The financial statements of the Company will be audited annually at the Company’s expense by an independent firm of auditors appointed by the Directors. All reports relating to the Company are available on the Company’s website at www.portlandic.com. A copy of the annual audited report and accounts will be posted on the website within a reasonable period after the end of the period to which such report relates. Unaudited information pertaining to the Net Asset Value per Share will be posted on the website monthly, typically within 15 Business Days of such month end, and a brief investment update commentary will be posted on the website within 60 days of each quarter end.

12. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are, or may be, material. Copies of such documents are available for inspection by prospective investors or their representatives during normal business hours at the offices of the Administrator, which is Deutsche Bank (Cayman) Limited, Boundary Hall, Cricket Square, 171 Elgin Avenue, George Town, Grand Cayman KY1-1104 Cayman Islands.

1. the Memorandum and Articles of Association, and Certificate of Incorporation, of the Company;

2. the Investment Advisory Agreement; 3. the Mutual Funds Law (Revised) of the Cayman Islands; 4. the Companies Law (Revised) of the Cayman Islands;

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5. the Certificate of Registration with the Cayman Islands Monetary Authority; 6. Annual reports of the Company (when available); and 7. this Offering Memorandum and any supplements thereto.

13. GENERAL INFORMATION

Memorandum and Articles of Association

The Memorandum and Articles of Association of the Company comprise its constitution. All holders of shares of the Company are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Memorandum and the Articles of Association of the Company.

Principal Objective

The Company has been incorporated with unrestricted objects subject to the laws in force in the Cayman Islands. The principal objective of the Company is to earn attractive returns by investing primarily in a select number of Indian businesses.

Share Capital

The Company’s authorised share capital is US$50,000.00, divided into 4,990,000 participating redeemable non-voting shares of par value US$0.01 each and 100 non-participating non-redeemable founder shares of par value US$1.00 each.

The Directors may issue Shares in classes or series with such designations or classifications as the Directors may determine in their absolute discretion (and the Directors may re-name or re-designate any issued class or series of Participating Share) without the consent of or a notice to existing investors.

To date, three Classes of Shares have been created by the Company: Class A, Class B and Class O.

All Shares are redeemable at the option of the holder in accordance with the terms set out in this Memorandum and the Articles of Association of the Company and are subject to compulsory redemption in certain circumstances. Dividends may, in the absolute discretion of the Directors, be paid to the holders of the Shares out of the reserves available for distribution. In a liquidation, the assets available for distribution are to be distributed to the holders of the Shares pari passu in proportion to the Net Asset Value per Share of the Shares held.

Subject to the terms of the Articles of Association, authorised but unissued shares may be redesignated and/or issued at the discretion of the Directors and there are no pre-emption rights with respect to the issue of additional Shares or any other class of share.

Variation of Class Rights

If at any time the authorised capital is divided into different Classes of shares, the rights attached to any then existing Class (unless otherwise provided by the terms of issue of the shares of that Class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that Class and of any other Class of shares which may be affected by such variation or by a special resolution (i.e. a resolution passed by a two-thirds majority of those persons present and entitled to vote in favour of the resolution) passed at a separate Class meeting of the holders of the shares of such Class. In either event, all holders of shares of the affected Class will be notified. The rights conferred upon the holders of the Shares of any Class issued with preferred or

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other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the redemption or repurchase of any Shares, or by the passing of any Directors resolution to change or vary any investment objective, investment technique and strategy and/or investment policy in relation to a Class of Shares, or any modification of the fees payable to any service provider by the Company other than fees payable to the Investment Adviser applicable to such Class of Shares.

Alterations to the Company’s Share Capital

The Company may, by ordinary resolution of the holders of the founder shares (i.e. a simple majority of holders of the voting shares present and entitled to vote), increase its share capital or, by special resolution of holders of the founder shares (i.e. a two-thirds majority of holders of the founder shares present and entitled to vote), cancel any unissued shares in its authorised share capital.

Suspension of Issue and Redemption of Shares

The Directors may, at any time, suspend the determination of the NAV of the Company and the issue and redemption of Shares and the payment of redemptions generally, for the whole or any part of any period:

(a) during which any stock exchange on which any significant portion of the assets of the Company attributable to the Shares are quoted or dealt in is closed, other than for customary holidays and weekends, or during which dealings thereon are restricted or suspended; or

(b) during the existence of any state of affairs beyond the control of the Company producing a period of extreme volatility or illiquidity as a result of which (i) disposal of a substantial part of the investments of the Company would not be reasonably practical, or (ii) it is not reasonably practicable for the Company to fairly determine the NAV of the Company; or

(c) when there is a breakdown in or substantial impairment of the means of communication normally employed in determining the prices of a substantial part of the investments of the Company; or

(d) when the Company is unable to repatriate moneys for the purposes of making payments on the redemption of the Shares or during which any transfer of moneys involved in the realisation or acquisition of investments or payments due on redemption of Shares cannot, in the opinion of the Investment Adviser, be effected at normal rates of exchange; or

(e) when a notice has been published convening a meeting of Shareholders for the purpose of resolving a winding up of the Company; or

(f) when the Mauritius Company has suspended the determination of its net asset value and the issue and redemption of its shares and the payment of redemptions generally; or

(g) during which, in the opinion of the Investment Adviser, redemptions would seriously impair the Company’s ability to operate or would jeopardise its tax status.

The Company shall designate as a Valuation Date, the first Business Day following the end of any period of suspension and redeem any Shares for which redemption requests were submitted during the period of suspension on such Valuation Date which have not been withdrawn by the holders of such Shares.

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Indemnities

The Company has agreed that with respect to any actions in which any of its officers or directors is a party, the Company shall indemnify and hold harmless such person against all actions, costs, charges, losses, damages and expenses which they shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty and such person shall not be answerable for the acts, receipts, neglects or defaults of others of them, provided that the indemnity shall not extend to any matter in respect of any fraud or dishonesty of such person. Expenses may be paid by the Company in advance of the final disposition of such action if the indemnified person agrees to reimburse the Company in the event indemnification is not permitted. The indemnity of any Director will survive any resignation of such Director.


In order to comply with legislation or regulations aimed at the prevention of money laundering the Company is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, the Company may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

The Company, and the Administrator on the Company's behalf, reserve the right to request such information as is necessary to verify the identity of a subscriber, unless in any particular case the Directors, or the Administrator on the Company's behalf, are satisfied that an exemption applies under the Money Laundering Regulations (Revised) of the Cayman Islands (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity might not be required where:




For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions recognised by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.

In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Company, or the Administrator on the Company's behalf, may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

The Company, and the Administrator on the Company's behalf, also reserve the right to refuse to make any redemption payment to a Shareholder if the Directors or the Administrator suspect or are advised that the payment of redemption proceeds to such Shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such

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refusal is considered necessary or appropriate to ensure the compliance by the Company or the Administrator with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects that another person is engaged in money laundering or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business the person will be required to report such belief or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Criminal Conduct Law (Revised) of the Cayman Islands if the disclosure relates to money laundering, or (ii) to a police officer of the rank of constable or higher pursuant to the Terrorism Law (Revised) of the Cayman Islands if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

If the Investment Adviser, the Administrator or any governmental agency believes that the Company has accepted subscriptions for Shares by, or is otherwise holding assets of, any person or entity that is acting directly or indirectly, in violation of a U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker, or senior foreign political figure(s) suspected in engaging in foreign corruption, the Directors, in consultation with the Investment Adviser, or such governmental agency may freeze the assets of such person or entity invested in the Company or suspend their redemption rights. The Company may also be required to remit or transfer those assets to a governmental agency.

By subscribing, prospective investors consent to the disclosure by the Company and the Administrator of any information about them to regulators and others upon request in connection with money laundering and similar matters, both in the Cayman Islands and in other jurisdictions.

Insurance

The Company may purchase and maintain insurance in relation to the Directors against any liabilities asserted against them.

Redemption of Shares

Under the Companies Law (Revised) of the Cayman Islands, subject to certain conditions, the Company is permitted to redeem its Shares out of profits or the proceeds of a fresh issue of Shares, provided that the Company is able to pay its debts as they fall due in the ordinary course of its business. Shares, which have been redeemed, shall be treated as cancelled but shall continue to form part of the authorised share capital of the Company and shall be available for re-issue by the Company at any time in the future. Redemptions of Shares will be based on the NAV per Share.

Dividend Policy

The Company may or may not pay dividends on any Class of Shares in its discretion. Any dividends paid by the Company will be automatically invested in additional Shares of the same Class, unless other arrangements have been made with the Company.

Directors’ and Other Interests

None of the Directors nor any connected person has an interest, direct or indirect, in the capital of the Company, save as disclosed in this Offering Memorandum. The Directors may subscribe for Shares at any time at the applicable Subscription Price subject to applicable laws.

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Each of the Directors has entered into an appointment letter with the Company, pursuant to which the Directors will receive fees from the Company. Also, Frank Laferriere is an officer of the Investment Adviser. The Investment Adviser will earn fees payable by the Company, as disclosed in this Offering Memorandum.

None of the Directors have any other interest in any transactions that are unusual in their nature or significant to the business of the Company, except as disclosed under “Conflicts of Interest” below.

No loan or guarantee has been granted or provided by the Company to any Director.

The Directors may vote on any transaction in which they have a material interest if they disclose the nature of their interest to the other Directors.

Subject to the maximum fee permitted, the Directors may fix the remuneration of Directors with respect to services to be rendered in any capacity to the Company. See Section 9 - “Fees, Compensation and Expenses - The Directors’ Fees and Expenses”.

The Directors may, by resolution of Directors, exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. There are no age restrictions with regard to Directors.


The Investment Adviser will not be devoting its time exclusively to the affairs of the Company. In addition, the Investment Adviser will perform similar or different services for others and may sponsor or establish other investment funds during the same period that it acts in relation to the Company. The Investment Adviser therefore, will have conflicts of interest in allocating investment opportunities, management time, services and functions among the Company and such other persons for which it provides services. However, the Investment Adviser will undertake to act in a fair and equitable manner as between the Company and its other clients and at all times the Investment Adviser will ensure a fair and equitable allocation of its management time, services, functions and investment opportunities between the Company and any other such persons it provides services to. Also, the Administrator or other service provider engaged to calculate the NAV of the Company may consult from time to time with the Investment Adviser, and defer to the Investment Adviser’s expertise, when valuing a specific security to which the general valuation rules cannot or should not be applied (see Section 8 - “Subscriptions, Transfers and Redemptions – Net Asset Value” above). This can create a conflict of interest for the Investment Adviser, as the Investment Adviser’s remuneration is dependent upon the NAV of the Company. However the Investment Adviser must discharge its duties according to a standard of care that requires it to act in the best interests of the Company, and will be held accountable under the Investment Advisory Agreement if it fails to do so. The Board of Directors will be provided with a report at least annually of all instances where the Investment Adviser has been called upon to value a security, with a brief explanation in each case of the valuation technique or criteria applied by the Investment Adviser in determining such valuation.

The Directors, the Administrator, Investment Adviser, the Broker and any prime broker appointed by the Company, may from time to time act as director, administrator, investment adviser or prime broker to, or be otherwise involved in, other collective investment schemes which have similar investment objectives to those of the Company or may otherwise provide discretionary fund management or ancillary administration, or brokerage services to investors with similar investment objectives to those of the Company. It is, therefore, possible that any of them may, in the course of their business, have potential conflicts of interests with the Company. Each will at all times have regard in such event to its obligations

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to act in the best interests of the Shareholders of the Company so far as practicable, having regard to its obligations to other clients, when undertaking any investments where conflicts of interests may arise and they will endeavour to resolve such conflicts fairly. Specifically, it is the policy of the Investment Adviser, to the extent practicable, to allocate co-investment opportunities among persons or entities to or with which the Investment Adviser and its affiliates have fiduciary duties and other relationships on a basis that is fair and equitable to the maximum possible extent to each of such persons or entities, including the Company and its Shareholders. The Investment Adviser shall consider a variety of factors it deems relevant in determining such allocation including but not limited to the investment objective, strategies and guidelines, actual and anticipated cash flows, existing portfolio composition and security weightings, liquidity needs and the long or short term nature of each fund or account.

Borden Ladner Gervais LLP, Canadian Legal Counsel to the Company, also acts as Canadian legal counsel to the Investment Adviser.

Conyers Dill & Pearman, Cayman Islands legal counsel to the Company, also acts as Cayman Islands legal counsel to the Investment Advisor.

Litigation

The Company is not and has not been involved in any legal or arbitration proceedings nor, so far as any of the Directors are aware, are any such proceedings threatened or pending against the Company.

14. SUBSCRIPTION APPLICATION PROCEDURES

Persons interested in purchasing Shares of the Company should inform themselves as to (i) the legal requirements within their own jurisdiction for the purchase of such Shares and (ii) any foreign exchange restrictions which they might encounter.

Any person desiring to subscribe for Shares of the Company is requested to:

(a) complete and execute the Subscription Agreement and Application Form available from the Investment Adviser to purchase a specified dollar amount of Shares, and fax or email to the Administrator an executed copy of the Subscription Agreement and Application Form together with the relevant documents mentioned under (c) below, to fax number: +1 (345) 945-6198 email: [email protected];

(b) request that the remitting financial institution forward a completed copy of a Remittance Confirmation (in form available from the Investment Adviser) directly to the Administrator;

(c) as mentioned above (see Section 13 - “Anti-Money Laundering Regulations”) the Company or the Administrator reserves the right to request such further information as is necessary to verify the identity of a prospective investor. Except in the case of certain prescribed exemptions, the following must be provided at a minimum:

(i) for individual investors or individuals acting for another person or entity: date of birth, home address, citizenship and/or passport numbers, occupation, employer’s (or business) name, address and telephone number, a notarised photocopy of a current passport (bearing a clear photograph and signature page), evidence that

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the address provided is current (such as a driver’s license or an original copy of a recent utility bill that is not older than three months), and a bank reference indicating that the individual has maintained an account with the financial institution for in excess of 3 years;

(ii) for corporations or other entities that are not individuals: date and jurisdiction of incorporation or formation, any business numbers or other corporate identifiers and a notarised copy of the investor’s constitutional document(s) including its certificate of incorporation or registration, registers of directors and members along with documentation for each of these individuals; and

(iii) if the person or entity signing the Subscription Agreement and Application Form is not the investor, the investor must be fully identified and the relationship between the investor and the signatory be disclosed.

The details given above are by way of example only. The Company and the Administrator reserve the right to request such documentation as any of them deems necessary to verify the identity of the applicant and to verify the source of the relevant money. Applicants who are existing shareholders and believe they have supplied documentation verifying their identity to the Company in the past may contact the Company or the Administrator to determine whether any additional information is necessary.

With respect to certain countries, special requirements may have to be observed with respect to subscriptions.

Subscribers for and each transferee of Shares will be required to give certain representations and undertakings to the Company, which are contained in the Subscription Agreement and Application Form. The subscription documents to be executed and delivered by prospective subscribers also contain the subscriber’s agreement to indemnify and hold harmless the Company and its Directors, principals, officers and agents and other representatives against any loss, liability, cost or expense (including attorneys’ fees, taxes and penalties) which may result, directly or indirectly, from any misrepresentation or breach of any warranty, condition, covenant or agreement set forth therein or in any other document delivered by the subscriber to the Company.

The acceptance or non-acceptance of any subscription is solely at the discretion of the Company and no reasons need be given for the non-acceptance of any subscription. Any subscription amounts not accepted by the Company shall be promptly returned to the subscriber without interest.

No share certificates representing the Shares subscribed for will be forwarded to an investor.

The Administrator will confirm receipt of the duly completed and executed Subscription Agreement and Application Form (and a supplement, if applicable) by fax or electronic mail. If the application is accepted, the Administrator will send the investor a letter confirming the number of Shares which have been issued to that investor.

Date post:	10-Feb-2022
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