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SUPPLEMENTAL OFFERINGMEMORANDUM

AXIOM LEGAL FINANCING FUND,SEGREGATED PORTFOLIO

A segregated portfolio of JP SPC 1, a segregated portfolio company incorporated in the CaymanIslands on 31 October 2007

(CLASS A SHARES)(CLASS B SHARES)(CLASS C SHARES)

AUGUST 2010(a feeder fund offering)

This document is supplemental to the Offering Memorandum for JP SPC 1 dated June 2009 andis in respect of a private offering of Participating Shares of a segregated portfolio of JP SPC 1known as Axiom Legal Financing Fund, Segregated Portfolio. This document does not relate toany other segregated portfolio of JP SPC 1 and prospective investors who are interested in anyother segregated portfolio should obtain a copy of the relevant Supplemental OfferingMemorandum from the Administrator.

Please read this Supplemental Offering Memorandum together with the Offering Memorandumfor JP SPC 1 dated June 2009 before investing. They contain important information about JPSPC 1 and the segregated portfolio to which this Supplemental Offering Memorandum relates. Ifyou are in any doubt about the contents of either document, you should consult yourstockbroker, bank manager, accountant, legal adviser or other independent professional adviser.

This Offering has not been underwritten or guaranteed by any institution or body.

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IMPORTANT INFORMATION

This Supplemental Offering Memorandum (“Supplemental Offering Memorandum”) is issued inrespect of non-voting participating shares (“Participating Shares”) of the segregated portfolio ofJP SPC 1 (the “SPC”) known as Axiom Legal Financing Fund, Segregated Portfolio (the“Segregated Portfolio”). This Supplemental Offering Memorandum must be read in conjunctionwith the Offering Memorandum of the SPC dated June 2009 (the “Offering Memorandum”) andthe provisions of the Offering Memorandum are deemed to be incorporated into thisSupplemental Offering Memorandum by reference. If there is any conflict between theprovisions of this Supplemental Offering Memorandum and the Offering Memorandum, theprovisions of this Supplemental Offering Memorandum shall prevail.

The Directors of the SPC are the persons responsible for the information contained in thisSupplemental Offering Memorandum. To the best of the knowledge and belief of the Directors(who have taken all reasonable care to ensure that such is the case) the information contained inthis Supplemental Offering Memorandum is in accordance with the facts and does not omitanything likely to affect the import of such information. The Directors accept responsibilityaccordingly.

The distribution of this Supplemental Offering Memorandum and the offering of ParticipatingShares in certain jurisdictions may be restricted, and accordingly, persons into whose possessionthis Supplemental Offering Memorandum comes, are required by the SPC to inform themselvesabout, and to observe any such restrictions.

This Supplemental Offering Memorandum does not constitute an offer for sale of shares in theSPC or the Segregated Portfolio. In particular, it does not constitute, and may not be used for thepurposes of an offer or solicitation by any person in any jurisdiction (i) in which such offer orsolicitation is not authorised, or (ii) in which the person making such offer or solicitation is notqualified to do so, or (iii) to any person to whom it is unlawful to make such offer or solicitation.In particular (i) the Participating Shares may not be offered by public invitation in the CaymanIslands; and (ii) the Participating Shares are not registered under the United States Securities Actof 1933 and may not be directly or indirectly offered or sold in the United States of America(including its territories, possessions and areas subject to its jurisdiction) or to or for the benefitof a United States Person as defined below.

For this purpose, “United States Person” means a national or resident of the United States ofAmerica, a partnership organised or existing in any state, territory or possession of the UnitedStates of America, a corporation organised under the laws of the United States of America or ofany state, territory or possession thereof, or any estate or trust other than an estate or trust forwhich income from sources outside the United States of America (which is not effectivelyconnected with the conduct of a trade or business within the United States of America) is notincluded in its gross income for the purposes of computing United States federal income tax.

This Supplemental Offering Memorandum has not been and will not be approved by anyregulatory authority in any jurisdiction (including, without limitation, the Cayman Islands

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Monetary Authority who take no responsibility for the contents of this Supplemental OfferingMemorandum).

Participating Shares sold after the date of this Supplemental Offering Memorandum and the dateof the Offering Memorandum will be sold on the basis of the information contained in thisSupplemental Offering Memorandum and the Offering Memorandum. Any further informationgiven or made by any dealer, salesman or other persons must be regarded by prospectiveinvestors as unauthorised. In particular, no person has been authorised to make anyrepresentations concerning the SPC, the Segregated Portfolio or the Participating Shares whichare inconsistent with or in addition to those contained in this Supplemental OfferingMemorandum or the Offering Memorandum and neither the SPC nor the Directors acceptresponsibility for any representations so made.

This Supplemental Offering Memorandum is based on the law and practice in force in theCayman Islands at the relevant time, and is subject to changes therein.

Persons interested in acquiring Participating Shares should inform themselves as to:

(i) the legal requirements within the countries of their nationality, residence, ordinaryresidence or domicile for such acquisition;

(ii) any foreign exchange restrictions or exchange control requirements which they mightencounter on acquisition or disposal of Participating Shares; and

(iii) the income tax and other taxation consequences which might be relevant to theacquisition, holding or disposal of Participating Shares.

Your attention is also drawn to the section headed “Important Information” in the OfferingMemorandum and, in particular, to the restrictions on who may invest in the SPC and theSegregated Portfolio.

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DEFINITIONS AND DESCRIPTIONS

Administrator JP Fund Administration (Cayman) Ltd., Cayman Islands

Articles the Articles of Association of the SPC

Auditors BDO, Cayman Islands

Base Currency in respect of the Segregated Portfolio, British Pounds (GBP)

Business Day in respect of the Segregated Portfolio, (i) any day (other than a Saturday,Sunday or public holiday) on which banks are open for business in theCayman Islands and Switzerland, and/or (ii) such other day or daysclassified as a business day according to such criteria as the Directorsmay adopt from time to time

Class AParticipating Shares non-voting participating shares issued in respect of the Segregated

Portfolio, denominated in British Pounds (GBP) and designated as ClassA Participating Shares

Class BParticipating Shares non-voting participating shares issued in respect of the Segregated

Portfolio, denominated in US Dollars (USD) and designated as Class BParticipating Shares

Class CParticipating Shares non-voting participating shares issued in respect of the Segregated

Portfolio, denominated in Euros (EUR) and designated as Class CParticipating Shares

Deposit Bank/Broker in respect of the Segregated Portfolio, Deutsche Bank and any other

brokers/deposit banks appointed from time to time

Directors the Directors of the SPC for the time being, or as the case may be, theDirectors assembled as a board or as a committee thereof

Eligible Investor in respect of the Segregated Portfolio, as specified in the OfferingMemorandum

Fiscal Year the SPC’s fiscal year ending on 31 December in each year

Gross Negligence in respect of a person, a standard of conduct beyond negligence wherebya person acts with reckless disregard for the consequences of his action orinaction

Initial Offering Period in respect of the Segregated Portfolio, from 1st June 2009 to 31st August2009 (both dates inclusive) or such other alternative dates as theDirectors may specify from time to time

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Investment Manager in respect of the Segregated Portfolio, The Synergy Solution Ltd.

Loan Manager in respect of the Master Segregated Portfolio, Synergy (IOM) Ltd.

Master Segregated Axiom Legal Financing Fund Master, Segregated Portfolio, a sub-fund orPortfolio segregated portfolio of the Master SPC to which this Supplemental

Offering Memorandum relates

Master SPC JP SPC 4, the umbrella fund of which the Master Segregated Portfolio isa sub-fund

Minimum InitialSubscription in respect of the Segregated Portfolio, GBP 25,000 for Class A

Participating Shares, USD 40,000 for Class B Participating Shares andEUR 30,000 for Class C Participating Shares

Minimum AdditionalSubscription in respect of the Segregated Portfolio, GBP 12,500 for Class A

Participating Shares, USD 20,000 for Class B Participating Shares andEUR 15,000 for Class C Participating Shares

Minimum Holding in respect of the Segregated Portfolio, GBP 25,000 for Class AParticipating Shares, USD 40,000 for Class B Participating Shares andEUR 30,000 for Class C Participating Shares

Net Asset Value PerSegregated Portfolio the net asset value of the Segregated Portfolio as determined in

accordance with the Offering MemorandumNet Asset Value PerParticipating Share the net asset value per Participating Share of the Segregated Portfolio as

determined in accordance with the Offering Memorandum

Participating Shares non-voting participating shares issued in respect of the SegregatedPortfolio in three classes denominated in British Pounds (GBP), USDollars (USD) and Euros (EUR) or of the Master Segregated Portfoliodenominated in British Pounds (GBP), as the reference indicates

Redemption Date in respect of the Segregated Portfolio, the first Business Day of eachmonth or such other date(s) as the Directors may determine, being thedate(s) on which Participating Shares of a particular Segregated Portfoliomay be redeemed

Redemption Price in respect of the Segregated Portfolio, the price per share at whichParticipating Shares of a particular Segregated Portfolio are redeemed,determined in the manner described under “Share Redemption” of thisSupplemental Offering Memorandum

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Segregated Portfolio Axiom Legal Financing Fund, Segregated Portfolio, a sub-fund orsegregated portfolio of the SPC to which this Supplemental OfferingMemorandum relates

Shareholder a person recorded as a holder of Participating Shares.

SPC JP SPC 1, the umbrella fund of which the Segregated Portfolio is a sub-fund

Subscription Date in respect of the Segregated Portfolio, the first Business Day of eachmonth or such other date(s) as the Directors may determine, being thedate(s) on which investors may subscribe for Participating Shares of aparticular Segregated Portfolio

Subscription Price in respect of the Segregated Portfolio, the price per share at whichParticipating Shares of a particular Segregated Portfolio are issued,determined in the manner described under “Offering and ShareSubscription” of this Supplemental Offering Memorandum

Valuation Date in respect of the Segregated Portfolio, the last Business Day of eachmonth or such other date(s) as the Directors may determine, being thedate(s) on which the Net Asset Value per Participating Share isdetermined

Voting Shares voting non-participating shares in the capital of the SPC

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INTRODUCTION

This Supplemental Offering Memorandum describes the principal features of the SegregatedPortfolio and the Master Segregated Portfolio, as the context requires, and must be read inconjunction with the Offering Memorandum.

STRUCTURE

The SPC was incorporated in the Cayman Islands on 31 October 2007 as a segregated portfoliocompany under Part XIV of the Companies Law (as revised). As a segregated portfoliocompany, the SPC may create one or more segregated portfolios. The Segregated Portfolio is onesuch segregated portfolio created by the SPC. Under the Companies Law (as revised), as asegregated portfolio, the assets and liabilities of the Segregated Portfolio will be legallyseparated from the assets and liabilities of every other segregated portfolio that the SPC hascreated or will create and from the general assets and liabilities of the SPC. General assets andliabilities of the SPC are those, which are not attributable to any particular segregated portfolio.The Directors are required to establish and maintain procedures to preserve this segregation andwill do so by establishing a separate account or accounts for the Segregated Portfolio and everyother segregated portfolio. The Companies Law (as revised) provides that a creditor of aparticular segregated portfolio may only have recourse to the assets of that segregated portfolioand not to the assets of any other segregated portfolio. If the assets of a segregated portfolio areinsufficient to meet the liability owed to the creditor, the SPC’s Articles provide that the creditormay not have recourse to the general assets of the SPC nor to the assets of any other segregatedportfolio. Even though the assets and liabilities of the Segregated Portfolio are segregated fromthe assets and liabilities of the other segregated portfolio, the Segregated Portfolio is not aseparate legal entity.

The Segregated Portfolio acts as what is commonly referred to as a “feeder fund”. That is,Eligible Investors contribute capital to the Segregated Portfolio that the Segregated Portfolio inturn uses to purchase non-voting participating shares in the Master Segregated Portfolio. In thisrespect, the Segregated Portfolio may, in the future be a sister to an appropriate entity, that willbe a United States feeder fund organised exclusively for United States Persons (the “U.S.Feeder”). The U.S. Feeder is itself would be expected to be a limited liability company thatpools its assets alongside those of the Segregated Portfolio such that, collectively, the twoentities purchase one hundred percent of the issued and outstanding non-voting participatingshares of the Master Segregated Portfolio. If such a structure is implemented, the InvestmentManager will serve as investment manager to the Master Segregated Portfolio and may also actas the principal of the Managing Member of the US Feeder which includes the authority tomanage the U.S. Feeder’s Investments.

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INVESTMENT OBJECTIVE AND STRATEGY

The investment objective of the Segregated Portfolio is to invest substantially all of its assets inthe Master Segregated Portfolio. The Investment Manager believes that consolidating the capitalof the Segregated Portfolio and other funds managed by the Investment Manager in the MasterSegregated Portfolio, which may includine a U.S. Feeder in the future could provide numerousbenefits to the Segregated Portfolio that could not be achieved by the Segregated Portfolioindependently. The potential benefits include cost savings, administrative efficiencies, bettercredit lines, anonymity and preferred customer status as well as the ability to hedge Class BParticipating Shares and Class C Participating Shares of the Segregated Portfolio against some ofthe foreign exchange risk associated with making investments based in British Pounds forinvestors who subscribe to the Segregated Portfolio in US Dollars or Euros. Consequently, theSegregated Portfolio intends to use the Master Segregated Portfolio and its affiliates, if any, as itsprincipal trading vehicles. Notwithstanding the foregoing, the Investment Manager reserves theright, in its sole determination, to increase or decrease the portion of the Segregated Portfolio’sassets invested in the Master Segregated Portfolio. Moreover, due to volatile market conditionsand other factors, there can be no assurance as to the portion of the Segregated Portfolio’s assetsthat will be committed to the Master Segregated Portfolio over time or from time to time.

Any cash held by the Segregated Portfolio and not invested into the Master Segregated Portfoliowill be used to settle the financial obligations of the Segregated Portfolio or, in the case of ShareClass B or Share Class C of the Segregated Portfolio, cash may be used for margin to enable thelimited hedging described below to take place.

The investment objective of the Master Segregated Portfolio is to provide security of capital andto achieve capital growth uncorrelated to stock markets, commodities, property prices or interestrates, whilst targeting consistent minimum annual growth rates of:

11% (Class A) GBP

10% (Class B) USD

10% (Class C) EUR

The annual, targeted performance figures above reflect anticipated gains to the SegregatedPortfolio in cases where only 90% of the loans are returned with an interest payment for casesthat succeed and that loans take an average of 12 months to be returned. In reality, theInvestment Manager expects that many cases will be resolved more quickly and that the samemoney can be lent more than once a year; if the Investment Manager is successful in lending,receiving and re-lending the same money more than once each year, there is expected to be asignificant enhancement in the performance of the Segregated Portfolio (please refer to the“Valuation Methodology” section below for important information concerning the performanceassumptions being made at the outset). Returns will be lower for class B and class C sharesbecause of the cost of providing the currency hedging.

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The targeted returns described in this Supplemental Offering Memorandum are targets only andthere can be no assurance that the Master Segregated Portfolio will achieve its investmentobjectives or the targeted returns described herein.

The Master Segregated Portfolio provides short term fixed interest loans to law firms in theUnited Kingdom (excluding Scotland) to pursue legal claims on a no-win, no-fee basis for themisselling of financial services products on behalf of claimants. To provide investors with thepotential for a higher level of capital security, the funding facilities are fully insured against thenon-return of the loans by the law firms. The Master Segregated Portfolio is dependent upon thecredit risk of the underlying insurance policies for the return of the loans made on cases that donot succeed. However, the Investment Manager believes that this risk is significantly reduced bya second insurance policy that protects against failure of the law firm and failure of the loaninsurer.

The investment objective of the Master Segregated Portfolio is for the net asset value to increasesteadily month by month in line with the target 12-month rates of return as listed above.

All the costs of managing the Segregated Portfolio and the Master Segregated Portfolio are metfrom the loan capital provided to and repaid by the law firms. The gains to the MasterSegregated Portfolio are achieved by charging each law firm a fixed interest amount on the loan.Two kinds of loan will be provided. The first is where the interest amount and the loan capitalare paid by the court award against the loser of the case. If the case does not win, only the loancapital is returned from the insurance company. The second is a fixed term loan that has to berepaid regardless of the progress of the case. Both types are insured against non return.

The first type of case that the Master Segregated Portfolio intends to offer loans is wherebreaches to the Consumer Credit Regulations in the United Kingdom are identified on a client’sloan agreement which breach renders the agreement unenforceable by the lender against theclient. It is planned to finance other types of case unrelated to consumer credit as the fund growsin size.

Investment Criteria

Loans are provided to suitably qualified law firms exclusively in the United Kingdom (excludingScotland), for “Permitted Uses”. Permitted Uses include but are not limited to:

Meeting the costs of disbursements or other costs approved by the Investment Manager related tocases involving credit card or loan agreements that breach the Consumer Credit Regulations inthe United Kingdom.

As the Investment Manager believes that the market for loans to law firms is an expandingmarket, other categories are under consideration and will be considered for inclusion by theInvestment Manager as Permitted Uses if they are of a similar nature and the same standards ofintegrity and assurance of returns can be maintained. Permitted uses of the loans are determinedby the Investment Manager using the criteria that:

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1. Cases must carry insurance underwriting;2. It must be straightforward to determine the likely success of each case easily;3. There is a high probability that cases can be completed in under a year.

Capital Risk Management

Security for the return of the Loan

Use of the Master Segregated Portfolio is restricted to Permitted Uses and shall always includethe provision of an insurance policy to cover any risks related to litigation with respect to suchpolicies. Monies shall not be released to any law firm, or disbursements made on its behalf, untilan insurance policy has been issued by an authorised insurer.

At the conclusion of the litigation conducted by the respective law firm, the loan amount,including the insurance premiums plus the interest on the loan, are recovered from the losing sideas provided under the Access to Justice Act of the United Kingdom. If the case is lost, a claim ismade on the loan insurance.

A further level of security is taken out by the Master Segregated Portfolio based on a loanprotection policy which protects the Master Segregated Portfolio from the potential insolvency ofthe law firm or of the insurer of the litigation action.

As every case accepted for funding is insured as outlined above and regularly monitored by theinsurer, the amount lent out which includes the costs of operating and offering shares of theSegregated Portfolio and Master Segregated Portfolio is protected so that the capital of theMaster Segregated Portfolio is not eroded.

Use of the Money

Loans to law firms are only available to meet permitted costs related to Permitted Uses. ThesePermitted Uses shall, for the time being, be restricted to different types of litigation funding.

The permitted costs referred to above will be paid from a practice disbursement account held bythe Loan Manager and are paid directly by the law firm and reimbursed by the MasterSegregated Portfolio or paid directly by the Master Segregated Portfolio and charged to therespective law firm's account.

Law Firm Security

English, Welsh and Northern Irish solicitors’ practices are governed and regulated businesses; asa result, facilities provided to solicitors have a high level of security. All solicitors have to abideby the relevant law society rules and regulations and must be members of the respectivesolicitors’ indemnity fund that helps to ensure their solvency. In the unlikely event that asolicitor’s practice does go bankrupt, the cases and the loan facility could simply be transferred

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to another solicitor approved by the Investment Manager who would then take over conduct ofthe case.

Achievement of Capital Growth

Capital Growth is expected to be accrued steadily in line with the targeted 12-month rates ofreturn as described more fully above, although there can be no assurance that the targettedreturns can be achieved.

The operating costs of the Segregated Portfolio and Master Segregated Portfolio are primarilymet by the law firms from the loan capital. The gains to the Segregated Portfolio and MasterSegregated Portfolio are achieved by charging the law firm a fixed interest amount on each loan,.The interest amount and the loan capital are repaid by the law firm at the conclusion of a casewhen they recover their fees from the losing party . If the case does not win, only the loancapital is returned from the insurance company. In the case of fixed term loans, both interestand capital are repaid regardless of case progress or success and both are insured.

The investor’s capital is protected as loans are repaid by the court or an insurance company.Profits to the Master Segregated Portfolio accrue from the flat rate interest charged on each loan.

Three Share Classes

The Master Segregated Portfolio invests in law firms as more fully described above within theUnited Kingdom and so is based in British Pounds (GBP). Additional shares classes areavailable in US Dollars (Class B) and Euros (Class C). Hedging mechanisms are employed toreduce currency exposure for share classes B and C. Each share class will be partially hedgedindependently to mitigate the risk of loss of its base currency against the British Pound. It is notpossible to establish a ‘perfect hedge’ and no guarantee or warranty whatsoever is provided by theDirectors of the SPC or the Investment Manager against the possibility of losses caused by adversecurrency movements.

To the extent that either the Master Segregated Portfolio’s or the Segregated Portfolio’s assetsare not invested in such positions, and during periods in which the Investment Manager believesthat economic, financial or political conditions make it advisable, or opportunities for capitalappreciation are limited or for defensive purposes, the Segregated Portfolio may invest in short-term and medium term debt securities or hold cash. In addition, the Segregated Portfolio mayplace all or part of its assets in temporary investments for cash management purposes pendinginvestments of initial or subsequent subscription monies in accordance with the SegregatedPortfolio’s investment objective, or in order to meet its operational expenses.

The Master Segregated Portfolio or the Segregated Portfolio may seek from time to time tohedge all or a portion of the market risks of the investments through the defensive use ofderivative transactions, including, but not limited to, futures, options, swaps or any combination

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thereof. The underlying portfolio may be pledged as collateral to secure these derivativetransactions and foreign exchange contracts.

The Master Segregated Portfolio or the Segregated Portfolio may use leverage to meetredemptions or for currency hedging purposes only. The SPC may establish a credit facility forthe Master Segregated Portfolio or the Segregated Portfolio. The maximum credit facility willdepend on the liquidity of the investments of the Master Segregated Portfolio or the SegregatedPortfolio. The Master Segregated Portfolio or the Segregated Portfolio will be able to borrow,repay and re-borrow amounts under the credit facility. Such credit facility may be utilised toenable the Master Segregated Portfolio or the Segregated Portfolio to establish the desiredinvestment exposure or to cover the margin requirements for a currency hedge.

The Investment Manager will decide periodically on the investments of the Master SegregatedPortfolio or the Segregated Portfolio, review the investment process, evaluate proposedinvestments and monitor the performance of the Master Segregated Portfolio or the SegregatedPortfolio. The Investment Manager is granted full discretion over the matters relating to themanner, the method and timing of investments and transactions.

The evaluation and selection of investments will be made by using several criteria, including, butnot limited to: (i) an assessment of the potential return expected from a contemplated investment,past performance, the strategy used, the particular geographic markets or economic sectors inwhich the investments will be made; (ii) an estimate of degree of risk and volatility likely to beexperienced with the investment over time; (iii) the liquidity of the investment; and (iv) anestimate of the degree of correlation of the performance of the particular investment with otherinvestments of the Master Segregated Portfolio or the Segregated Portfolio.

NET ASSET VALUE PER PARTICIPATING SHARE

The Net Asset Value per Participating Share will be calculated in accordance with the criteria asspecified under “Net Asset Per Participating Share” in the Offering Memorandum.

DIVIDEND POLICY

It is not the intention of the Directors to declare dividends in respect of the Segregated Portfolioand all earnings of the Segregated Portfolio are intended to be reinvested. However, theDirectors reserve the right to declare dividends in respect of the Segregated Portfolio.

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OFFERING AND SHARE SUBSCRIPTION

For administrative convenience, Participating Shares are issuable in various series which willgenerally be convertible into other series. However, the Segregated Portfolio currently does notintend to issue Participating Shares in different series. No part of the initial offer has beenunderwritten or guaranteed.

Participating Shares in the Segregated Portfolio issued at the close of the Initial Offering Periodare available for issue during the Initial Offering Period at a Subscription Price of GBP 100 perClass A Participating Share, USD 100 for Class B Participating Shares and EUR 100 for Class CParticipating Shares. The Initial Offering Period will commence at 9am (Cayman Islands time)on 1st June 2009 and will close at 5pm (Cayman Islands time) 31st August 2009. The Directorsmay extend or shorten the Initial Offering Period at their discretion.

Following the close of the Initial Offering Period, Participating Shares will be available forsubscription at the Subscription Price on each Subscription Date at a price equal to the Net AssetValue per Participating Share as at the Valuation Date immediately preceding the SubscriptionDate on which the application is effective.

There are no subscription charges payable in respect of any amount subscribed for.

Participating Shares may be issued for non-cash consideration at the discretion of the Directors.Such consideration will be valued by reference to the valuation principles applied in thecalculation of Net Asset Value of the SPC and the Net Asset Value per Participating Share (butsubject to the deduction of such sum (if any) as the Directors consider represents an appropriateprovision for any fiscal, transfer, registration or other charges, fees or duties associated with thenon-cash consideration received by the SPC) or, if the Directors consider appropriate, by suchother method as may, in the opinion of the Directors, be fair and reasonable, having regard to theinterests of the applicant and the existing Shareholders at the relevant time.

Applicants for Participating Shares during the Initial Offering Period should complete asubscription agreement in the form prescribed by the SPC and send it to the Administrator bymail (with a copy by e-mail or facsimile) so as to be received by the Administrator no later than5pm (Cayman Islands time) on the last day of the Initial Offering Period. In the case ofsubscriptions in cash, cleared funds in respect of the subscription monies must be received by theAdministrator by the same time. If the subscription agreement and/or subscription monies is/arenot received by these times, the application will be held over until the first Subscription Datefollowing the close of the Initial Offering Period and Participating Shares will then be issued atthe Subscription Price on that Subscription Date.

Thereafter, applicants for Participating Shares, and Shareholders wishing to apply for additionalParticipating Shares, must send their completed subscription agreement by mail (with a copy bye-mail or facsimile) so as to be received by the Administrator by no later than 5pm (CaymanIslands time) 5 Business Days before each Subscription Date, or by such other day as theDirectors may in any particular case determine, before the relevant Subscription Date and so that,in the case of subscriptions in cash, cleared funds are received by the Administrator no later than

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5pm (Cayman Islands time) on the same day, failing either of which the application will be heldover to the following Subscription Date and Participating Shares will then be issued at theSubscription Price applicable on that Subscription Date.

Fractions of Participating Shares will, if necessary, be issued to four decimal places. If anapplicant or Shareholder requests a whole number of Participating Shares, subscription monies inexcess of the amount needed to purchase the Participating Shares will be repaid (without interest)to the applicant or the Shareholder at their risk and cost.

The SPC reserves the right to reject any application in whole or part in its absolute discretion,without any obligation to disclose their reasons for doing so, in which event the amount paid onapplication or the balance thereof (as the case may be) will be returned (without interest) as soonas practicable in the same currency at the risk and cost of the applicant or Shareholder.

The Administrator will issue a written confirmation to successful applicants or Shareholdersconfirming acceptance of their application, normally within 5 Business Days of the relevantSubscription Date. Once completed applications have been received and accepted by theAdministrator, they are irrevocable.

In the case of subscriptions in cash, applications for Participating Shares will not be dealt withand Participating Shares will not be issued until receipt of notification that an applicant’s orShareholder’s funds have been cleared in the full amount of the subscription. Subject thereto,Participating Shares will be deemed to be issued on the relevant Subscription Date.

The Directors reserve the right from time to time to resolve to close the Segregated Portfolio orto new subscriptions, either for a specified period or until they otherwise determine and either inrespect of all investors or new investors only. During any such period, Participating Shares willnot be available for subscription.

The Minimum Initial Subscription per investor for Class A Participating Shares is GBP 25,000,the Minimum Initial Subscription per investor for Class B Participating Shares is USD 40,000and the Minimum Initial Subscription per investor for Class C Participating Shares is EUR30,000 . The Directors may, in their absolute discretion, waive such minimum initial investmentrequirement, either generally or in any particular case. The Minimum Additional Subscriptionper investor for Class A Participating Shares is GBP 12,500, the Minimum AdditionalSubscription per investor for Class B Participating Shares is USD 20,000 and the MinimumAdditional Subscription per investor for Class C Participating Shares is EUR 15,000. TheDirectors may, in their absolute discretion, waive such minimum subsequent investmentrequirement, either generally or in any particular case. The Investment Manager and its directors,employees and connected persons are not subject to these minimum investment levels.

The subscription agreement requires each prospective applicant for Participating Shares torepresent and warrant to the SPC that, among other things, he, she or it is able to acquire andhold Participating Shares without violating applicable laws.

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Investment in Participating Shares is strictly limited to Eligible Investors as defined in theOffering Memorandum. Prospective applicants must represent and warrant in the subscriptionapplication form that they are Eligible Investors and that they have the knowledge, expertise andexperience in financial investment and business matters to evaluate the risks of investing in theSegregated Portfolio, are aware that the Participating Shares are an investment involving risk,that they are aware of the risks inherent in investing in assets in which the Segregated Portfoliowill invest and the method by which these assets may be held and/or traded, that they are notdependent upon current cash returns with respect to the investment in the Segregated Portfolioand that they can bear the loss of their entire investment in the Segregated Portfolio.

Whilst it is entirely the responsibility of the individual investor to be satisfied that he, she or it isan Eligible Investor and neither the SPC nor the Directors accept any responsibility in thatregard, subscriptions will not be accepted from any natural person, firm or company whom theDirectors know or reasonably suspect is not an Eligible Investor.

All the Participating Shares will only be issued in bookstock form, meaning that a Shareholder’sentitlement will be evidenced by an entry in the SPC’s register of Shareholders for theSegregated Portfolio, as maintained by the Administrator, and not by a share certificate.

The Directors may declare a suspension of the issue of Participating Shares in certaincircumstances as described under “Net Asset Value Per Participating Share” in the OfferingMemorandum. No Participating Shares will be issued during any such period of suspension.

Measures aimed at the prevention of money laundering require an applicant for ParticipatingShares as described under “General and Statutory Information” in the Offering Memorandum.

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SHARE REDEMPTION

Subject to any restrictions in that regard, Participating Shares are redeemable at the option of theShareholder. Any Shareholder may redeem all or part of their Participating Shares at the NetAsset Value per Participating Share on a Redemption Date.

Shareholders should complete a redemption request in the form prescribed by the SPC and sendit to the Administrator by mail (with a copy by e-mail or facsimile) so as to be received by theAdministrator no later than 5pm (Cayman Islands time) 30 Business Days before theRedemption Date, or by such other day as the Directors may in any particular case determine,before the relevant Redemption Date, failing which the redemption request will be held overuntil the next following Redemption Date and Participating Shares will be redeemed at theRedemption Price applicable on that Redemption Date.

Redemption requests may be sent by e-mail or facsimile, but redemption proceeds will not beremitted unless the Administrator has received the original of the redemption request by therelevant Redemption Date and the Shareholder has duly received confirmation from theAdministrator that such redemption request is in good order within 5 Business Days of theAdministrator’s receipt of same; failing which confirmation, any redemption request sent by e-mail or facsimile will be rendered void.

The minimum request for redemption for Class A Participating Shares will be GBP 12,500 perinvestor, the minimum request for redemption for Class B Participating Shares will be USD20,000 per investor and the minimum request for redemption for Class C Participating Shareswill be EUR 15,000 per investor. A request for a partial redemption of Participating Shares maybe refused, or the holding redeemed in its entirety, if, as a result of such partial redemption, theNet Asset Value of the Participating Shares retained by the Shareholder would be less than theMinimum Holding.

A redemption request, once given, is irrevocable.

The Redemption Price will be equal to the Net Asset Value per Participating Share as at theValuation Date immediately preceding the relevant Redemption Date.

No redemption fee will be payable on Participating Shares.

Payment of redemption proceeds will normally be made within 30 Business Days of the relevantRedemption Date. Payment of redemption proceeds for Class A Participating Shares will bemade in British Pounds (GBP), payment of redemption proceeds for Class B Participating Shareswill be made in US Dollars (USD) and payment of redemption proceeds for Class CParticipating Shares will be in Euros (EUR) by direct transfer in accordance with instructionsgiven by the redeeming Shareholder to the Administrator and at the Shareholder’s risk and cost.Redemption may, at the discretion of the Directors, be effected in specie by the appropriation ofassets of the Segregated Portfolio of the relevant value (which shall conclusively be determined

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by the Directors in good faith) in satisfaction of the Redemption Price. Any such appropriationshall not materially prejudice the interests of the remaining Shareholders as a whole.

The Directors may declare a suspension of the redemption of Participating Shares in certaincircumstances as described under “Share Redemption” in the Offering Memorandum. NoParticipating Shares will be redeemed during any such period of suspension.

The Directors have the right to require the compulsory redemption of all Participating Sharesheld by or for the benefit of a Shareholder in certain circumstances as described under “ShareRedemption” in the Offering Memorandum.

Shareholders should note that the Directors may refuse to accept a redemption request if it is notaccompanied by such additional information as they may reasonably require. This power may,without limitation to the generality of the foregoing, be exercised where proper information hasnot been provided for the prevention of money laundering verification purposes as describedunder “General and Statutory Information” in the Offering Memorandum.

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INVESTMENT MANAGER

The Segregated Portfolio has appointed The Synergy Solution Ltd. as Investment Manager of theSegregated Portfolio and the Master Segregated Portfolio pursuant to an InvestmentManagement Agreement effective as of 25th May 2009 (the “Investment ManagementAgreement”). The Investment Manager was formed in May 2007 by its directors, DavidKennedy and Tim Schools, to act as a broker for legal financing. They will be responsible forscreening the law firms requiring loans and for vetting each case with the insurance underwritersbefore instructing the Loan Manager to make payments.

Tim Schools qualified as a solicitor in the UK in 1998 and specialises in the field of litigation.He successfully exploited the opportunities presented with the introduction of the Access toJustice Bill in 2000, which introduced the concept of lawyers acting on a no win - no fee basis,by opening up his own law firm specialising in personal injury claims. In conjunction with this,Tim also opened up a claims management company and employed a combined total of over 400staff dealing with in excess of 3000 cases per month. Tim subsequently sold his law firm in2004 and has since been looking to develop further opportunities in the financial missellingsector and other related fields. Tim has vast experience in developing funding and insurancemodels for law firms and exploiting emerging market conditions.Tim Schools has formed a law firm that may receive loans from the Master Segregated Portfolio,for further information please refer to the "Conflicts of Interest Specific to the SegregatedPortfolio" section below.

David Kennedy has 24 years experience working in financial services and is regulated by theFinancial Services Authority of the United Kingdom to give financial advice. He has workedwith fund managers and international life companies and conducted consultancy work withLuxembourg and Isle of Man institutions. He was instrumental in attracting funding of €100million for a class action in the UK from a major European Bank in 2006. This experience hasbeen beneficial in forming The Synergy Solution Ltd with Tim Schools.

The responsibilities of the Investment Manager will include making and carrying out allinvestment decisions on behalf of the Segregated Portfolio and the Master Segregated Portfolio.The particular skills that the Investment Manager brings are its general expertise and experiencein the financial services sector in the UK and litigation arising therefrom.

Under the terms of the Investment Management Agreement, the services of the InvestmentManager may generally only be terminated by either party on 90 days’ written notice. TheInvestment Management Agreement may also be terminated immediately in certaincircumstances as detailed in the Investment Management Agreement. For example, theInvestment Management Agreement will be deemed to be terminated immediately in the event ofthe SPC or the Master SPC, as the case may be, exercising its right to compulsorily redeem allParticipating Shares in the Segregated Portfolio or the Master Segregated Portfolio or the where

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the Investment Manager has failed to reach certain targets set by the SPC or the Master SPC, asapplicable.

The Investment Manager will not be responsible for any loss or damage which the SegregatedPortfolio or the Master Segregated Portfolio may sustain or suffer as a result of or in the courseof the discharge by the Investment Manager of its duties to the Segregated Portfolio or theMaster Segregated Portfolio other than loss or damage arising from the actual fraud, grossnegligence or wilful default of the Investment Manager. The Segregated Portfolio and the MasterSegregated Portfolio will indemnify the Investment Manager out of the Segregated Portfolio’s orthe Master Segregated Portfolio’s (as appropriate) assets against claims against the InvestmentManager in respect of any loss or damage suffered by the Investment Manager, other than byreason of the actual fraud, gross negligence or wilful default of the Investment Manager.

The Investment Manager is permitted to delegate some or all of its responsibilities under theInvestment Management Agreement to a sub-investment manager but will be responsible for anyacts or omissions of such sub-investment manager. The Investment Manager is required toexercise due care and diligence in making any such appointment and to supervise the person orentity appointed.

In the event that the Investment Manager shall cease to operate or be wound up, the Directorswill take such steps in relation to the Segregated Portfolio or the Master Segregated Portfolio asthey consider shall be in the best interests of the Shareholders.

In accordance with applicable law, the Investment Manager may effect transactions or arrangefor the effecting of transactions through brokers with whom it has arrangements whereby thebroker agrees to use a proportion of the commission earned on such transactions to discharge thebroker's own costs or the costs of third parties in providing certain services to the InvestmentManager. The benefits provided under such arrangements will assist the Investment Manager inthe provision of investment management services to the Master Segregated Portfolio, theSegregated Portfolio and to other third parties. Specifically, the Investment Manager may agreethat a broker shall be paid a commission in excess of the amount another broker would havecharged for effecting such transaction so long as, in the good faith judgement of the InvestmentManager, the amount of the commission is reasonable in relation to the value of the brokerageand other services provided or paid for by such broker. Such services, which may take the formof research, analysis and advisory services and which, depending on the precise nature of theservices, may also take the form of market price services, electronic trade confirmation systemsor third party electronic dealing or quotation systems, may be used by the Investment Manager inconnection with transactions in which the Master Segregated Portfolio or the SegregatedPortfolio will not participate.

Please refer to the Investment Management Agreement itself for its full details of its terms andconditions.

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ADMINISTRATOR

The Master Segregated Portfolio and the Segregated Portfolio have appointed JP FundAdministration (Cayman) Limited, Cayman Islands as Administrator of the Master SegregatedPortfolio and the Segregated Portfolio pursuant to an Administration Agreement between, interalios, the Master SPC on behalf of the Master Segregated Portfolio, the SPC on behalf of theSegregated Portfolio and the Administrator effective as of 25th May 2009 (the “AdministrationAgreement”). The Administrator is an exempted company limited by shares and wasincorporated in the Cayman Islands the 13th August 2008. The Administrator is the holder of afull mutual fund administrators licence to carry on business as an administrator in respect of anunlimited number of mutual funds granted by the Cayman Islands Monetary Authority on 4th

November 2008.

Subject to the approval of the Cayman Islands Monetary Authority, the Master SPC and the SPCare entitled to appoint a different administrator in respect of the Master Segregated Portfolio orthe Segregated Portfolio, respectively, at its discretion.

The Administrator is responsible for the Master Segregated Portfolio’s and the SegregatedPortfolio’s fund administration, including accounting, financial reporting, net asset valuecalculations and the processing of subscriptions and redemptions.

Under the terms of the Administration Agreement, the services of the Administrator maygenerally only be terminated by either party on 90 days written notice. The AdministrationAgreement may also be terminated immediately in certain circumstances as detailed in theAdministration Agreement. The Administrator will not be liable for any damage, loss, claims,proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by theMaster Segregated Portfolio or the Segregated Portfolio or any person at any time from anycause whatsoever unless arising directly as a result of the Administrator’s actual fraud, GrossNegligence (as defined in the Administration Agreement) or wilful default, or that of any of itsdirectors, officers, employees, delegates or agents, as the case may be. The Master SegregatedPortfolio and the Segregated Portfolio will indemnify the Administrator, for itself and as trusteefor each of its directors, officers, employees and agents, its directors, officers or agents from andagainst any all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims,judgments, demands, costs, expenses or disbursements of any kind whatsoever which they or anyof them may incur or be subject to in consequence of the Administration Agreement or as aresult of the performance of the Administration Agreement or as a direct result of theperformance of its duties under the Administration Agreement except to the extent that the sameare a result of the fraud, Gross Negligence (as defined in the Administration Agreement) orwilful default of the party seeking the indemnity thereunder.

The Administrator shall be entitled to appoint such sub-registrars, issue, transfer and redemptionagents, nominees, agents and delegates as it sees fit to perform in whole or in part any of itsduties under the Administration Agreement (including in such appointment powers of sub-delegation). The fees and other remuneration of any such sub-registrars, issue, transfer and

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redemption agents, nominees or delegates shall (unless specifically agreed otherwise) be paid bythe Administrator out of its own fees received pursuant to the Administration Agreement.

Notwithstanding any other provisions of the Administration Agreement, save where an agent ordelegate is an Associate of the Administrator (as defined in the Administration Agreement), theAdministrator shall not be liable for any loss occasioned by any agent or delegate appointedpursuant to the Administration Agreement provided that the Administrator has exercisedreasonable skill and care in the selection of that agent or delegate.

Please refer to the Administration Agreement itself for its full details of its terms and conditions.

VALUATION METHODOLOGY

Given the level of insurance and to avoid high, associated costs to the Master SegregatedPortfolio, none of the Directors, the Investment Manager nor the Administrator will consult anyrating agencies or engage in any other form of assessment of risks associated with a Project otherthan reliance on the experience and expertise of the Investment Manager in making suchinvestment decisions.

For the purpose of analysis, the Administrator has stated that “fair value” of any asset is theamount for which an asset could be exchanged between knowledgeable, willing parties in anarm’s length transaction.

The methodology adopted to arrive at fair value of the portfolio is the income approach which isbased on expected cash flows discounted for the time value of money and adjusted for anyadditional risk factors.

The Master Segregated Portfolio will initially be valued with the assumption that each loan willbe repaid in a standard term (‘Assumed Average Term’) with an interest rate based on prevailingconditions (‘Assumed Return’). It is expected that a proportion of the loans will relate to casesthat fail and these cases will not create a profit (‘Assumed Failure Rate’).

The Net Asset Value shall be based on the capital sum plus the remaining proportion of theinterest due on each loan granted (Assumed Return) after deduction of the Assumed Failure Rateand then discounted over the Assumed Average Term, less all operating costs, including but notlimited to the deferred premiums on the capital insurance.

At the discretion of the Investment Manager, the Loan Manager and the Administrator, theAssumed Term, Assumed Profit and Assumed Failure Rate will be reviewed and amended fromtime to time to reflect the overall success rate of cases over time. Initially, the Assumed Termshall be 12 months, the initial Assumed Profit shall be 15% and the initial Assumed Failure Rateshall be 5%.

The portfolio held by the Master Segregated Portfolio will be valued to reflect the time untilrepayment is received and subject to the considerations explained above; it will be calculated

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and applied on a monthly basis. Any assets held directly by the Portfolio will be valued in asimilar fashion.

Valuations of the loan portfolio will be based on information provided by the InvestmentManager and the Loan Manager. It should be noted that the Administrator will not perform adetailed review of any contractual investment documentation. The Administrator assumes noresponsibility or liability for and makes no representations with respect to the accuracy orcompleteness of any such information supplied by the Investment Manager or the Loan Manageror on behalf of the Investment Manager or Loan Manager.

The Administrator notes that valuation is not a precise science and that there is a range ofpossible valuations for each investment and no single figure can be described as correct.However, in accordance with the requirements of the Segregated Portfolio and MasterSegregated Portfolio, the Administrator will express a single point estimate for each investment,which represents the mid-point of the valuation range as at the Valuation Date (for moreinformation concerning problems which may arise as a result of this Valuation Methodologyrefer to the “Illiquidity of the Assets of the Master Segregated Portfolio” under “Risk FactorsSpecific to the Segregated Portfolio” section below).

LOAN MANAGER

The Investment Manager has appointed Synergy (IOM) Ltd. as Loan Manager for the MasterSegregated Portfolio (the “Loan Manager”). The Loan Manager is acompany incorporated inthe Isle of Man that is associated with the Investment Manager, it is owned by the sameprincipals as the Investment Manager and has an independent, corporate Director as describedbelow.

The duties of the Loan Manager include the proper management, handling, oversight andtransmission of money held by the Master Segregated Portfolio as well as the distribution, returnof loans and the payment of interest to the Master Segregated Portfolio. Specifically, the LoanManager receives and distributes cash held by the Master Segregated Portfolio to suitablyqualified law firms which are approved and appointed by the Investment Manager from time totime. In addition, the Loan Manager oversees and handles repayment of loan monies as casesconclude then returns the money generated for the Master Segregated Portfolio to the DepositBank in all cases before subsequent re-investment. Both the selection of cases and the selectionof law firms are at the sole discretion of the Investment Manager.

In recognition of the Loan Manager’s role being one that includes the handling and holding ofcash, it is administered by Turnstone (Europe) Limited, a licensed Corporate and Trust ServiceProvider regulated by the Isle of Man Financial Supervision Commission (IOM FSC).Turnstone (Europe) Limited also act as sole Director of the Loan Manager.

Turnstone was formed in 2005 and provides a range of bespoke corporate and trustee services. Itis part of the Turnstone Group, a global fiduciary service provider with an international presence,

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which offers comprehensive private wealth, corporate and fund services to institutional andprivate clients.

The Director of the Loan Manager is Peacock Management Limited (‘Peacock’), which is ownedby Turnstone. The Directors of Peacock have been assessed and approved by the IOM FSC as“fit and proper persons” as required by Isle of Man regulation.

DEPOSIT BANK/ BROKER

No Custodian or Prime Broker has been appointed by the Master Segregated Portfolio or theSegregated Portfolio.

The Master Segregated Portfolio and the Segregated Portfolio have each appointed DeutscheBank as a Deposit Bank of the Master Segregated Portfolio and the Segregated Portfolio.

Founded in 1870, Deutsche Bank is headquartered in Frankfurt am Main, Germany. With amarket capitalisation of 38.74 billion Euros, Deutsche Bank offers retail banking services inGermany. Its investment bank and asset management business comprises 1,700 branches locatedin more than 70 countries.

Deutsche Bank provides a full range of financial services to institutional and private clients. TheDeposit Bank's operating divisions include Corporate and Investment Banking, Private Clientsand Asset Management. It generated a total revenue of 31 billion Euros in 2007, hasapproximately 80,250 employees and is a reputed provider of credit ratings. Deutsche Bank issubject to supervision by a number of global, regulatory authorities.

The Master Segregated Portfolio and the Segregated Portfolio have each appointed Saxo Bank asan executing broker (the “Broker”) of the Master Segregated Portfolio and the SegregatedPortfolio. The Broker, a pioneer of low-cost, online trading systems, is a leading Internet bank,involved in trading and investment in Forex (more than any other online provider), Contract ForDifference (CFDs) stock derivatives, stocks from 22 major stock exchanges and Futures andManaged funds. The Broker will facilitate trades electronically as determined by the InvestmentManager.

The Master Segregated Portfolio and the Segregated Portfolio may appoint other deposit banksand executing brokers at the discretion of the Directors or Investment Manager and without anyprior approval by either the Deposit Bank or the Broker.

Under a Power of Attorney executed by the Directors of the SPC on behalf of the SegregatedPortfolio, certain individuals of JP Fund Services S.A., an affiliate of JP Fund Foundation Ltd.(which company has been issued all of the voting shares of the SPC and which is the promoter ofthe SPC) have been given the power to open bank accounts with the Deposit Bank and securitiestrading accounts with the Broker.

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Neither the Deposit Bank nor the Broker will be liable for any consequential loss suffered by theMaster Segregated Portfolio or the Segregated Portfolio. Neither the Deposit Bank nor theBroker will have any liability in relation to any external asset manager appointed by the MasterSegregated Portfolio or the Segregated Portfolio and, in particular, neither the Deposit Bank northe Broker shall be under any obligation whatsoever to investigate or monitor any act performedby the Master Segregated Portfolio, the Segregated Portfolio or the Investment Manager. TheMaster Segregated Portfolio and the Segregated Portfolio each agrees to indemnify and saveharmless both the Deposit Bank and the Broker from and against any and all loss, damage,liability, claims and expenses whatsoever by reason of the Deposit Bank and the Broker acting asthe Master Segregated Portfolio or the Segregated Portfolio’s deposit bank and broker.

No liability whatsoever shall accrue to the Deposit Bank or the Broker in respect of any actperformed by the Investment Manager or any person appointed by the Investment Manager. Inparticular, neither the Deposit Bank nor the Broker shall be under any obligation whatsoever toinvestigate or monitor in any way any act performed by the Master SPC, the SPC, the MasterSegregated Portfolio, the Segregated Portfolio or the Investment Manager. The foregoing shallapply in particular to compliance with any investment requirements or restrictions prescribed bylaw or laid down by agreement, regardless of whether or not the Deposit Bank or the Broker hasbeen notified of the same.

RISK FACTORS SPECIFIC TO THE SEGREGATED PORTFOLIO

THE SEGREGATED PORTFOLIO’S INVESTMENT PROGRAM IS SPECULATIVE ANDENTAILS SUBSTANTIAL RISKS. MARKET RISKS ARE INHERENT IN ALLSECURITIES TO VARYING DEGREES. NO ASSURANCE CAN BE GIVEN THAT THESEGREGATED PORTFOLIO’S INVESTMENT OBJECTIVE WILL BE REALISED.

Segregated Portfolio Structure

The SPC is established as a segregated portfolio company. As a matter of Cayman Islands law,the assets held on behalf of one segregated portfolio will not be available to meet the liabilities ofanother. However, the SPC is a single legal entity which may operate or have assets held on itsbehalf or be subject to claims in other jurisdictions which may not necessarily recognise suchsegregation.

Value of the portfolio

The valuation of the Company may fluctuate due to a number of factors, many of which arebeyond the Company’s control, including but not limited to:

Changes in claims values due to market-wide corrections Variations in success rate of the projects in which the Segregated Portfolio is invested Changes in interest rates and/or the liquidity available from the banking sector

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Dependence on Management

There can be no assurance that the Segregated Portfolio or the Master Segregated Portfolio willachieve its investment objective. The achievement of the investment objective of the SegregatedPortfolio or the Master Segregated Portfolio in respect of the Participating Shares depends, inpart, on the quality, skill, and expertise of the individuals employed by the Investment Manager.The loss of key personnel from the Investment Manager could adversely affect the SegregatedPortfolio or the Master Segregated Portfolio.

Dependence on the Loan Manager

The engagement of the Loan Manager enables the Master Segregated Portfolio to benefit fromlower cost and more efficient payments administration as well as increased security. While theLoan Manager is subject to the Investment Manager’s instructions., the Loan Manager throughits administrator will have sole signatory powers for the monies related to the Master SegregatedPortfolio in the processing of the transactions as described in the ‘Loan Manager’ section above.Any mismanagement of such monies resulting from the Loan Manager’s failiure to meet itsobligations in managing accounts and handling of monies, whether deliberate or accidental, mayadversely affect the Segregated Portfolio.

While the Loan Manager is administered by a fiduciary services company regulated in the Isle ofMan and its activities will be subject to supervision by the Investment Manager, there can be noassurance that such regulation or supervision will prevent mismanagement of monies.

Changes to Laws governing Permitted Uses

Any changes to the laws and regulations and rules relating to claims being made against financialinstitutions, for bank charge or PPI abuse and governing how solictors operate their practices andhandle such cases including, without limitation, relevant law society rules and regulations, theConsumer Credit Act of 1974 of the United Kingdom, the United Kingdom Credit Regulationsand the procedures governing the resolution of complaints thereunder and the Access to JusticeBill may have an adverse effect on the capital value and/or the income of the Company’sportfolio of claims.

Discount Rates and Valuation Methodology

The Valuation Methodology includes discount rates based on an assumption concerning thefailure rate of cases as well as further discount rate based on the ongoing return for successfulcases with a further assumption concerning how long each case will take to be completed (formore information see “Valuation Methodology” above). Net Asset Value calculations will beaffected by the assumptions made and this may have a positive or negative effect on the value ofSubscriptions and Redemptions. Initially these assumptions shall be based entirely on theexperience of the Investment Manager and stated in good faith.

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Currency Risk to Class B Participting Shares and Class C Participating Shares

Class B Participating Shares and Class C Participating Shares will be partially hedgedindependently to mitigate the risk of loss of its base currency against the British Pound. It is notpossible to establish a ‘perfect hedge’ and no guarantee or warranty whatsoever is provided by theDirectors of the SPC or the Investment Manager against the possibility of losses caused by adversecurrency movements.

Illiquidity of the Assets of the Segregated Portfolio

The illiquid nature of the assets held by the Segregated Portfolio may create delays inredemption payments being made to investors. If Redemption requests relating to a largeproportion of assets under management are made for any reason, it may be difficult forsufficient cash to be made available to enable Redemption payments within the terms stated inthe “Share Redemption” section of this document. The Investment Manager will make allreasonable efforts to ensure liquidity to investors and will be assisted by the Redemption noticeperiod of 30 business days (as stated above in the “Share Redemption” section) but in some casesit may not be possible to provide liquidity for Redemptions in Participating Shares within thenormal terms.

The foregoing is not a comprehensive list of investment risk factors in respect of theParticipating Shares, and potential investors are urged to refer to the list of investment riskfactors under “Risk Factors” in the Offering Memorandum and also to consult with theirprofessional advisors as to the legal, tax and business risks involved in this program.

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FEES AND EXPENSES

Management Fee

The operating costs of the Investment Manager as well as distribution costs relating to theissuance of Participating Shares are deducted from each loan made to the law firms. The loanamount is repaid by the court award or, if the case fails, by the insurance underwriter to includethese fees and costs.

Therefore, the Investment Manager will not be entitled to receive any management fee from theSegregated Portfolio or the Master Segregated Portfolio.

Performance Fee

The Investment Manager will be entitled to receive from the Segregated Portfolio a performancefee (“Performance Fee”) in respect of each Participating Share. The Performance Fee will becalculated and, except as noted below, payable monthly, at each calendar month end in arrears(the “Calculation Period”) at the rate of 25% of the increase in the Starting Net Asset Value perParticipating Share during the Calculation Period above the High Watermark per ParticipatingShare (as defined below) in respect of the Calculation Period but only to the extent that suchincrease exceeds the shareholder’s “Hurdle Rate” for the Calculation Period. “Hurdle Rate”means a return of 10% per year. The Hurdle Rate percentage will be adjusted appropriately forany year that is not a full year. If a shareholder has an increase in the Net Asset Value perParticipating Share above the High Watermark per Participating Share (as defined below) inrespect of the Calculation Period but that increase falls short of the Hurdle Rate, the InvestmentManager will not be entitled to a Performance Fee for the Calculation Period.

The IM has agreed to waive any Performance Fees that may be payable to it as calculated abovefrom the inception of the Segregated Portfolio until the end of March, 2010.

The amount of any Performace Fee attributable to any Participating Shares being redeemed willbe calculated as of the Redemption Date for such shares and will be payable to the InvestmentManager following such redemption.

The High Watermark per Participating Share in respect of each Calculation Period will be thehighest Net Asset Value per Participating Share achieved at the end of any Calculation Periodsince the inception of the Segregated Portfolio.

The Investment Manager, at its absolute discretion, reserves the right to waive or reduce thePerformance Fee either generally or in any particular case.

Subscription Charge

There are no subscription charges payable in respect of any amount subscribed for.

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Redemption Charge

No redemption fee will be payable on Participating Shares

Directors’ Fees

Directors’ fees and expenses will be borne by the Segregated Portfolio.

Administration, Deposit Bank and Brokerage Fees

The Segregated Portfolio will pay the Administrator, the Deposit Bank and Broker customaryfees in exchange for their services.

Other Fees and Expenses

The Segregated Portfolio is obliged to pay all its regular and recurring legal expenses, annualaudit costs and the ongoing expenses of administration. The expenses of administration mayinclude postage, telephone and facsimile expenses; reasonable travel expenses related to theadministration and affairs of the Segregated Portfolio; the cost of on-going filing requirements;the cost of preparing, printing, publishing and distributing, in such languages as are necessary,memoranda, such reports and documents as may be desirable or required under applicable lawsand regulations; the out-of-pocket expenses related to accounting and bookkeeping; and all otherongoing out-of-pocket administration expenses related to the Segregated Portfolio together withall other reasonable out-of-pocket expenses of the Investment Manager, the Administrator, theDeposit Bank, the Broker and any other service provider.

The costs, charges and expenses that may be attributable to the SPC will be borne by the SPCand allocated across the segregated portfolios, including the Segregated Portfolio, in suchmanner as the SPC shall determine.

CONFLICTS OF INTEREST SPECIFIC TO THE SEGREGATEDPORTFOLIO

Mr. Tim Schools (a principal of the Investment Manager) has formed a law firm to be namedATM that is expected to become a suitably qualified law firm eligible to receive loans from theMaster Segregated Portfolio as described in this Supplemental Offering Memorandum. ATMwill be dealt with by the Investment Manger as any other law firm would be with respect to loansfrom the Master Segregated Portfolio. In addition, the verification process for claims applicableto all law firms, including ATM, is independently arranged through the InvestmentManager's appointed auditing process and loans will only be advanced to law firms that meetthese criteria.

Other potential conflicts of interest also exist in the structure and operation of the SPC. Pleaserefer to the section headed “Conflicts of Interest” in the Offering Memorandum.