A Guide to Starting Your Hedge Fund

Appendix B

Outline of a Confidential Explanatory Memorandum: Sample Offshore Feeder Ltd

[Explanatory Information and Related Disclaimers]

Table of Contents

SUMMARY OF TERMS

Directory

1. The Fund – Organizational Structure
2. Investment Objective
3. Risk Factors
4. Management
5. Conflicts Of Interest
6. Investment Management Agreement
7. Description Of Common Shares
8. Offering Of Common Shares
9. Redemptions
10. Net Asset Value
11. Certain Taxation And ERISA Matters
12. Fund Administrator
13. Board Of Directors
14. Brokerage And Custody
15. Other Terms Of The Fund
16. General Comments
17. Procedure To Purchase Common Shares

1. Appendix A
2. Computation of Offering Price and Redemption Price

SAMPLE OFFSHORE FEEDER LTD

Summary of Terms

The following is a summary of this document and other documents relating to the Fund. This document and related agreements should be reviewed carefully for more information with respect to the Fund.

1. The Fund
2. Investment Objective
3. The Investment Manager
4. Risk Factors
5. Shares
6. The Offering
7. Management Fee
8. Incentive Allocation
9. Expenses
10. Redemptions
11. Reports
12. Board of Directors
13. Tax Status

Directory

Registered Office:

Investment Manager:

Administrator:

Sub-Administrator

Auditors:

Clearing Brokers:

Corporate Secretary:

United States Counsel:

Cayman Islands Counsel:

1. The Fund – Organizational Structure

   Description of Sample Offshore Feeder and Organizational Structure

2. Investment Objective

   Investment Objective

   Investment Strategy

   Investment Implementation

   General