Man RMF Multi-Style Series 2 LTD: Attractive Absolute Returns With Controlled Risk

Man RMF Multi-Style Series 2 Ltd
Attractive absolute returns with controlled risk

Guarantees provided by BNP Paribas S.A.
(subject to the terms and conditions of the guarantees)
Prospectus
Attractive absolute returns with controlled risk
A company incorporated with limited liability under

the Companies Act 1981 of Bermuda
Issue of:
USD 10,000,000 redeemable structured guaranteed bonds
EUR 10,000,000 redeemable structured guaranteed bonds
Guarantees provided by
BNP Paribas S.A.
The detailed terms and conditions of the Guarantees are set out in appendix 3. A discussion of
certain risk factors that could affect Applicants and Bondholders is contained in the section entitled
‘Risk factors’.
Executive summary
Redeemable structured guaranteed bonds with the potential for Investment exposure
profit lock-ins. The portfolio stability that RMF is able to achieve through
diversification and the application of its investment process
Investment objective makes it possible to target investment exposure of
approximately 150% of the Net Asset Value of the Bonds. By
The investment objective of Man RMF Multi-Style Series 2 Ltd
enhancing upside performance potential whilst maintaining the
is to deliver an attractive level of absolute returns with controlled
ratio of risk relative to return, the product will be positioned to
risk. The USD-Class Bonds and EUR-Class Bonds will both
achieve its performance targets.
target annualised growth of around 13-15% for annualised
volatility of 7-9% over the medium-term.1 In order to achieve the proposed investment exposure, each
Trading Subsidiary may enter into a Swap Transaction and may
make use of a Credit Facility. These arrangements may change
Overview of the product during the term of the Bonds.
Man RMF Multi-Style Series 2 Ltd is an innovative structured
product developed by Man Investments which provides access
Principal protection and Profit Lock-in Feature
to RMF’s investment selection expertise, asset allocation and
risk management skills. The product carries the added benefits As well as providing the potential to deliver an attractive level of
of Man Investments’ strong structuring capabilities – it offers absolute returns with controlled risk, each Bond will have the
increased investment exposure, principal protection and a profit benefit of a capital guarantee from BNP Paribas S.A.2 The
lock-in feature. Guarantees provide that in respect of each Bond outstanding
and to be redeemed on the Maturity Date, Bondholders will
The Man RMF Multi-Style Series 2 Ltd portfolio will initially
receive an amount at least equal to each Bond’s Face Value
comprise allocations to five complementary Hedge Fund Styles:
(USD 1 or EUR 1)3. The Guarantees will therefore provide
• equity hedged Bondholders on the Maturity Date with a return of at least 100%
• event driven of their investment.3 The Bonds will also have the benefit of the
• global macro Profit Lock-in Feature (which is described in more detail later in
• managed futures this Prospectus). The Profit Lock-in Feature permits Man RMF
Multi-Style Series 2 Ltd, upon the advice of the Investment
• relative value
Manager, following confirmation from the Bank to utilise a
Across these five styles, allocations will be made to a diversified portion of the increase of the net new trading profits in order to
range of quantitative and qualitative hedge fund strategies increase the Guaranteed Amount, such increase to be certified
implemented by leading managers chosen by RMF, one of by the Bank.
Man Investments’ core managers. RMF focuses on:
• identifying successful hedge fund managers;
This executive summary is indicative only. The detailed
• understanding the return drivers of different styles and terms and conditions of this offering follow with substantial
strategies; qualifications and restrictions that apply to this executive
• managing portfolio allocations based on in-depth analysis summary. Accordingly, the above executive summary must
of the market environment; and be read in conjunction with the terms, qualifications,
• managing risk. conditions and restrictions that follow. Capitalised terms
used in this executive summary have the meanings ascribed
RMF combines its expertise in these areas and makes style and
to them in appendix 1.
strategy allocation shifts within a disciplined framework in order
to take advantage of periods when performance prospects are
favourable for particular styles and strategies.
1
There is no guarantee of trading performance and past or projected performance is not necessarily a guide to future results. Based on an analysis of the combined performance projections of the
investment approaches that might typically be deployed by Man RMF Multi-Style Series 2 Ltd. Man RMF Multi-Style Series 2 Ltd is available in USD and EUR denominated Bonds and the
performance of each class of Bonds may differ. The target return for each class of Bonds is based, in part, on current interest rates. Consequently, the target returns may change in accordance to
changes in interest rates and investment exposure.
2
The Guarantees provided by the Bank are in each case subject to the terms and conditions of the relevant Deed of Guarantee.
3
Subject to the terms and conditions of the relevant Deed of Guarantee. Bonds that are not outstanding on the Maturity Date or that have been redeemed prior to the Maturity Date will not have the
benefit of the relevant Guarantee.

Preliminary
If you are in any doubt about the contents of this Prospectus you Furthermore, in giving such approvals or permissions, the
should consult your stockbroker, bank manager, lawyer, Bermuda Monetary Authority shall not be liable for the
accountant or other professional adviser. performance of, or default by, the Company or for the
The Directors, whose names appear in this Prospectus, are the correctness of any opinions or statements expressed herein.
persons responsible for the information contained in this A copy of this Prospectus has been delivered to the Registrar of
Prospectus. To the best of the knowledge and belief of the Companies in Bermuda for filing pursuant to the Act. It must be
Directors (who have taken all reasonable care to ensure that distinctly understood that, in accepting this Prospectus for filing,
such is the case), the information contained in this Prospectus, the Registrar of Companies in Bermuda accepts no
including information about the Company, the Trading responsibility for the financial soundness of any proposals or for
Subsidiaries, the Bank, the Swap Counterparty, the Investment the correctness of any of the statements made or opinions
Manager, the Investment Adviser, the Marketing Adviser, the expressed with regard to them.
Hedge Fund Styles and the Guarantees, is in accordance with To the extent that this Prospectus is being distributed in the
the facts and does not omit anything likely to affect the import of United Kingdom, it is intended to be distributed only to those
such information. The Directors accept responsibility accordingly. persons in the United Kingdom who fall within the categories of
The Bank has consented to the inclusion of its name in this persons set out in article 19 of the Financial Services and
Prospectus in the form and context in which it appears and Markets Act 2000 (Financial Promotion) Order 2001 and may not
solely in its capacity as issuer of the Guarantees or as the Swap be distributed or re-distributed to any person in the United
Counterparty, as the case may be, but otherwise is not required Kingdom who falls outside these categories of persons.
to authorise, and has not authorised, the issue of this The Company has not been registered with the Central Bank
Prospectus and has not accepted responsibility for, nor of Uruguay and has not been constituted under the regime
approved, any statements in this Prospectus. The Bank makes of Uruguay’s Investment Funds Act (Law No. 16.774 of
no representation, express or implied, as to the investment 27 September 1996). The offer is made to Uruguayan residents
returns or performance of the Bonds, and such statements in only on a private basis.
this Prospectus, as well as all other statements regarding the
This Prospectus must not be distributed, and the Bonds will not
Company and the Trading Subsidiaries, the Bank, the Swap
be offered for sale, in New Zealand. New Zealand citizens and
Counterparty, the Investment Manager, the Investment Adviser,
residents, and any persons acting on their behalf, are not eligible
the Marketing Adviser (including without limitation their
to subscribe for Bonds pursuant to this Prospectus.
respective constitution, objectives and investment policy) and
This Prospectus must not be distributed, and the Bonds will not
the Hedge Fund Styles are the sole responsibility of the
be offered for sale, in Australia. Australian citizens and residents,
Company and its Directors and not the Bank.
and any persons acting on their behalf, are not eligible to
The Company is a Bermuda exempted company governed by
subscribe for Bonds pursuant to this Prospectus.
the Act. The incorporation of the Company is regulated by the
Bonds may not at any time be directly or indirectly offered or
Bermuda Monetary Authority, whose address is Bermuda
sold in the United States of America to or for the benefit of any
Monetary Authority, Burnaby House, 26 Burnaby Street,
US person.
Hamilton HM 11, Bermuda with telephone number
+1 441 295 5278 and by the Minister of Finance whose address In addition, the distribution of this Prospectus and the offering of
is Government Administration Building, 30 Parliament Street, Bonds in certain jurisdictions may be restricted and,
Hamilton HM 12, Bermuda with telephone number accordingly, persons into whose possession this Prospectus
+1 441 295 5151. The issue of securities by the Company is comes are required by the Company to inform themselves
regulated by the Bermuda Monetary Authority. The Company about, and to observe, such restrictions. This Prospectus does
may be subject to sanctions in the event of breaches of the law not constitute an offer or solicitation to anyone in any jurisdiction
or regulations in Bermuda. The Investment Manager is regulated (i) in which such offer or solicitation is not authorised; or (ii) in
by the Financial Services Authority whose address is which the person making the offer is not qualified to do so; or
25 The North Colonnade, Canary Wharf, London E14 5HS, (iii) to any person to whom it is unlawful to make such offer or
United Kingdom with telephone number +44 20 7066 1000. solicitation. The Bonds are offered on the basis of the
information and representations contained in this Prospectus
Permission under the Exchange Control Act 1972 (and
and the relevant Application Form and any further information
regulations made there under) has been obtained from the
given or representations made by any person may not be relied
Bermuda Monetary Authority for the issue of the Bonds as
upon as having been authorised by the Company or its
defined and described herein. Approvals or permissions
Directors. Neither the delivery of this Prospectus nor the
received from the Bermuda Monetary Authority do not
allotment or issue of Bonds shall under any circumstances
constitute a guarantee by the Bermuda Monetary Authority as
create any implication that there has been no change in the
to the performance or creditworthiness of the Company.
affairs of the Company since the date of this Prospectus.

Except in relation to those prohibited recipients as described
above, copies of this Prospectus and of an Application Form
may be obtained from the Company.
For the attention of potential investors resident

in Singapore
This information memorandum has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this information memorandum, and any other
document or material in connection with the offer or sale, or
invitation for subscription or purchase of Bonds, may not be
circulated or distributed, nor may Bonds be offered or sold, or
be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to the public or any
member of the public in Singapore other than (i) to an
institutional investor or other person, and in accordance with the
conditions, specified in section 304 of the Securities and
Futures Act 2001 of Singapore (the ‘SFA’); (ii) to a sophisticated
investor, and in accordance with the conditions, specified in
section 305 of the SFA; or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable
provision of the SFA.
The offer or invitation which is the subject of this information
memorandum is only allowed to be made to sophisticated
investors in Singapore and not the retail public in Singapore.
Moreover, this information memorandum is not a prospectus as
defined in the SFA. Accordingly, statutory liability under the SFA
in relation to the content of prospectuses would not apply.
Potential applicants who are resident in Singapore should
consider carefully whether the investment is suitable for them.
The date of this Prospectus is 7 June 2004.
The attention of potential investors is drawn to the

‘Risk factors’ section.

Table of contents
2 The offering
4 Investment approach
5 The Investment Manager and the
Investment Adviser
5 The Guarantees
6 The Profit Lock-in Feature
6 The Bank
6 Investment exposure
7 Capital preservation
7 Management and administration
7 The Bonds
Purchase price
Bond valuation
Reporting
Procedure for applications
Subscription Accounts
Restriction on applications
Transfer of Bonds
Procedure for redemption
Fee for early redemption of Bonds
Redemption of the USD-Class Bonds at maturity
Redemption of the EUR-Class Bonds at maturity
Compulsory redemption of Bonds
Suspension of dealings
Form of Bonds
12 Charges and fees
Management and incentive fees
Other fees and expenses
12 Risk factors
17 Auditors’ statement
18 Names and addresses
Appendices
20 1 Definitions
25 2 General information
31 3 Deed of Guarantee, USD-Class Bonds
36 Deed of Guarantee, EUR-Class Bonds

The offering
The Company Man RMF Multi-Style Series 2 Ltd
The Bonds (USD- / EUR-Class) Issue price USD 1 / EUR 1 per Bond. Bonds may only be
purchased in multiples of ten.
Amount of offering (USD- / EUR-Class) USD 10,000,000 / EUR 10,000,000 or such greater amounts as
the Company and the Bank may agree.
Face Value of the Bonds (USD- / EUR-Class) USD 1 / EUR 1 per Bond
Offer Period (USD- / EUR-Class) 23 August 2004 to 4 October 2004 with potential extension
at the Directors’ discretion and with the prior written consent
of the Bank.
Minimum Subscription (USD- / EUR-Class) USD 50,000 / EUR 50,000 (i.e. 50,000 Bonds). Subject to this
minimum, in the event of subscriptions for more than one class
of Bonds, the minimum amount subscribed for each such class
must be USD 20,000 / EUR 20,000.
Investment objective The investment objective of Man RMF Multi-Style Series 2 is to
deliver an attractive level of absolute returns with controlled risk.
The USD-Class Bonds and EUR-Class Bonds will both target
annualised growth of around 13-15% for annualised volatility of
7-9% over the medium-term.4
Investment exposure The portfolio stability that RMF is able to achieve through
diversification and the application of its investment process
makes it possible to target investment exposure of
approximately 150% of the Net Asset Value of the Bonds.5
By enhancing upside performance potential whilst maintaining
the ratio of risk relative to return, the product will be positioned
to achieve its performance targets.
Coupon The Bonds will bear no coupon.
Guarantees Each class of Bonds will have the benefit of a guarantee (each
substantially in the form set out in appendix 3) issued by the
Bank in respect of the Guaranteed Amount (being not less than
USD 1 or EUR 1 per Bond (as applicable)).6
Profit Lock-in Feature Subject to trading performance, upon the advice of the
Investment Manager, following confirmation from the Bank, a
portion of any net new trading profits attributable to a particular
class of Bonds may be used to increase the Guaranteed Amount
for each Bond in the relevant Class, such increase to be certified
by the Bank.
4
There is no guarantee of trading performance and past or projected performance is not necessarily a guide to future results. Based on an analysis of the combined performance projections of the
investment approaches that might typically be deployed by Man RMF Multi-Style Series 2 Ltd. Man RMF Multi-Style Series 2 Ltd is available in USD and EUR denominated Bonds and the performance
of each class of Bonds may differ. The target return for each class of Bonds is based, in part, on current interest rates and can change accordingly.
5
There is no guarantee of trading performance and past or projected performance is not necessarily a guide to future results. Performance for each class of Bonds may differ. Based on an analysis of the
combined performance projections of the investment approaches that might typically be deployed by the Company with the anticipated investment exposures.
6
Subject to the terms and conditions of the relevant Deed of Guarantee. Bonds that are not outstanding on the Maturity Date or that have been redeemed prior to the Maturity Date will not have the
benefit of the relevant Guarantee.
2 Man RMF Multi-Style Series 2 Ltd

Redemptions Upon request made in writing by a Bondholder, Bonds may be
redeemed monthly starting from the first Business Day of
January 2005 at the Net Asset Value per Bond calculated as at
the immediately preceding Valuation Day after deduction of a
sliding scale redemption fee payable during the Bonds’ first six
years in issue. Redemptions must be for a number of Bonds with
an aggregate Face Value equal to, or greater than, the Minimum
Redemption and must not (unless all of the Bondholder’s Bonds
are being redeemed) result in the Bondholder holding a number
of Bonds less than the Minimum Holding.
Minimum Holding 50,000 Bonds in aggregate and, if the Bondholder has Bonds in
more than one Class, 20,000 Bonds for each Class held.
Maturity Date 31 July 2017 for the USD-Class Bonds
31 July 2017 for the EUR-Class Bonds
Investment Manager Man Investments Limited
Investment Adviser RMF Investment Management
Sales charge None
Broker Man Financial Limited
Introducing Broker Man Investments AG
Lender Such entity as is engaged from time to time to provide any
Credit Facilities to the Trading Subsidiaries.
Swap Counterparty BNP Paribas S.A.
Registrar and Guarantee Claims Agent BISYS Hedge Fund Services Limited. Claims under the
Guarantees will be made and administered by the Guarantee
Claims Agent as more particularly set out in the Guarantee
Claims Deeds.
Paying and Transfer Agent JPMorgan Chase Bank, London Branch
Common Depository JPMorgan Chase Bank, London Branch
Common code (USD- / EUR-Class) 19313298 / 19313344
ISIN code (USD- / EUR-Class) XS0193132981 / XS0193133443
The Net Asset Value per Bond may go down as well as up. The attention of potential investors is drawn to the ‘Risk
factors’ section of this Prospectus. This is a summary concerning the Bonds and is indicative only. The detailed
terms and conditions of this offering follow with substantial qualifications and restrictions that apply to this
summary. Accordingly, the above terms must be read in conjunction with the terms, qualifications, conditions and
restrictions that follow. Capitalised terms used in this summary have the meanings ascribed to them in appendix 1.
Man RMF Multi-Style Series 2 Ltd 3

Investment approach Diversification among styles and strategies
The Man RMF Multi-Style Series 2 portfolio will initially comprise Man RMF Multi-Style Series 2 offers investors an opportunity to
allocations to five complementary Hedge Fund Styles: equity gain access to an optimal blend of five Hedge Fund Styles
hedged, event driven, global macro, managed futures and encompassing a wide variety of complementary strategies.
relative value. Across these five styles, allocations will be made Equity hedged strategies represent the largest style segment of
to a diversified range of quantitative and qualitative hedge fund the hedge fund industry. Divergences in the performance of
strategies implemented by leading managers chosen by RMF. different stocks and sectors present a range of profit
RMF focuses on: opportunities in developed and emerging markets around the
world. Equity hedged managers aim to profit by taking long and
• identifying successful hedge fund managers;
short positions in primarily publicly traded equities they deem to
• understanding the return drivers of different styles be respectively undervalued and overvalued. Strategies may be
and strategies; driven by a focus on growth or value stocks, industry sectors or
• managing portfolio allocations based on in-depth opportunistic market exposure management. Managers may
analysis of the market environment; and have consistent or variable net long or short exposure. Equity
• managing risk. hedged strategies typically aim to achieve upside performance
Investment selection comparable to a diversified global equity portfolio, but for
significantly lower levels of risk.
Rigorous manager due diligence and strategy selection are
essential to the success of any diversified portfolio. RMF follows Event driven strategies engage in the purchase and short sale of
a thorough process for verifying each manager’s competitive securities of companies experiencing or involved in substantial
edge and the value of each strategy to which it decides to make corporate changes. These events include the sale of
an allocation. RMF generally selects bigger, more established assets/business lines, market entries and exits, capital structure
managers with proven track records. An important objective of changes, acquisitions, mergers, tender offers, exchange offers,
the selection process is to avoid concentration of risk by liquidations and other corporate reorganisations. Profits derive
diversifying across styles, strategies and a range of managers. from the difference between the purchase price and the value
ultimately realised upon completion of the event. Typical event
Dynamic asset allocation and portfolio management
driven strategies include merger arbitrage, distressed securities
By carefully combining strategies in each of the five styles, and special situations. Merger arbitrage strategies generally
RMF is able to optimise the performance characteristics of each deliver returns with relatively low correlation to traditional equity
Hedge Fund Style. Utilising its in-depth analysis of the market and bond markets, while distressed securities usually
environment, RMF will make tactical allocation adjustments outperform during times of economic recovery.
within a disciplined framework to take advantage of periods
Global macro strategies implement opportunistic approaches in
when performance prospects are favourable for particular styles
order to take advantage of shifts in macroeconomic trends.
and strategies. Regular portfolio reviews will be undertaken to
Strategies are applied to the spectrum of markets, asset classes
ensure the robustness of the portfolio.
(stocks, bonds, currencies and commodities) and financial
Risk management instruments (such as cash, futures and derivatives). Managers
RMF strives to manage risk in a proactive way at each stage of reach investment decisions based on their forecasts and
the investment process and monitors a comprehensive range predictions of changes, or the rate of change, in interest rates,
of risk types. At the manager level, an important focus of the inflation, economic cycles and political circumstances. Clear
initial and ongoing due diligence process is the assessment of upward or downward price movements present the most
financial risks and the mitigation and management of risks
favourable market environment for global macro strategies, the
relating to operational factors. On an ongoing basis, disciplined
returns of which are generally uncorrelated to traditional asset
monitoring and peer group analysis help provide early warnings
classes and other Hedge Fund Styles.
of style drifts, excessive risk taking and performance
deterioration. At the style level, RMF evaluates the market Managed futures strategies trade futures and derivatives in
environment and its impact on the specific risk factors that drive government bond, stock index, currency, short-term interest
the performance of each strategy and style. At the portfolio rate and tangible commodities such as coffee, crude oil and
level, the asset allocation and portfolio construction process gold. Systematic managed futures strategies include long-term
aims to diversify exposures to market, credit and liquidity risk. trend-following and short-term active trading approaches that
In addition to asset allocation reviews, RMF’s ongoing risk make use of historical price data to anticipate future price
management activities include stress tests and extensive
movements. Managers rely heavily on computer generated
performance and risk attribution analysis as well as monitoring
trading signals to maintain a systematic and disciplined
of investment guidelines. The risk management team initiates
approach. Discretionary managers apply opportunistic
appropriate corrective actions if predefined risk levels or
investment guidelines are breached, helping reinforce the strategies drawing on both fundamental and technical market
robustness of the portfolio at all times. analysis. They rely less on computer generated signals and

more on their experience and trading skills. Managed futures The versatility of its investment model means RMF has the
strategies tend to thrive when markets exhibit clear upward or flexibility to create portfolios geared towards the performance
downward price movements. They offer valuable diversification specifications of both the institutional and private client sectors.
potential due to their overall low correlation to other Hedge Fund Attracted by its reliable, ISO-certified investment process and
Styles and traditional asset classes. proven track record of solid absolute returns, a range of insurance
Relative value strategies apply arbitrage strategies primarily in companies, pension funds and corporations have chosen RMF
global equity and bond markets to take advantage of perceived to fulfil their varied alternative investment requirements.
mispricings between similar or related securities. By RMF is headquartered in Switzerland and is part of the
establishing long positions in undervalued assets and short Man Group. As one of the core managers of Man Investments –
positions in overvalued assets, managers aim to capture profit the asset management division of the Man Group – RMF has the
opportunities that arise from the changing price relationship advantage of having investment management independence
between the securities concerned. Typical strategies include while simultaneously benefiting from the substantial business
convertible bond arbitrage, fixed income arbitrage, and corporate infrastructure of Man Investments and the strong
mortgage-backed securities arbitrage, derivatives arbitrage financial standing of Man Group plc.
and statistical equity arbitrage. Generally, relative value Man Investments is an independent and global leader in
strategies aim for consistent performance even in unstable and alternative investments, providing innovative products and
volatile market conditions and offer the benefit of low correlation tailor-made solutions for private and institutional clients.
to traditional equity and bond markets. Established in 1983, it has launched around 450 products, many
The constituent investment strategies within each style category benefiting from product enhancements developed in partnership
described above, and the list of Hedge Fund Styles itself, are not with leading financial institutions. Through its core investment
exhaustive. In seeking to fulfil the investment objective of the managers – AHL, Glenwood, Man Global Strategies and RMF –
Company, the Investment Manager may, in the future, allocate Man Investments has succeeded in developing specialised
assets to new investment approaches that constitute or fall into strengths in the key areas of alternative investment. Man
categories other than those outlined above. Investments is part of Man Group plc, an international financial
services business that is listed on the London Stock Exchange
and is a constituent of the FTSE 100 index of major companies.
The Investment Manager and
the Investment Adviser
The Guarantees
The investment manager for Man RMF Multi-Style Series 2 is
Man Investments Limited. RMF Investment Management is the The Guarantees, to be issued by the Bank, will provide that, for
investment adviser. RMF is one of Man Investments’ core each Bond outstanding and to be redeemed on the Maturity
managers and will advise on the content, construction and Date, the Bondholder will receive the Face Value (being USD 1 or
management of the Man RMF Multi-Style Series 2 portfolio. EUR 1 (as applicable)), plus any increase due to the exercise of
RMF focuses primarily on providing robust hedge fund the Profit Lock-in Feature. The Guarantees are subject to certain
solutions, as well as offering specialised expertise in leveraged restrictions and limitations and are substantially in the form set
finance and convertible bonds. Drawing on extensive out in appendix 3. Each Applicant must familiarise themselves
experience in different investment disciplines and established with the terms and conditions of the applicable Guarantee
relationships within the alternative investment community, the before returning the relevant completed Application Form.
various RMF teams are able to access high quality managers If the Swap Transactions are not entered into or are terminated,
and practitioners. RMF places a premium on skill-based the Bank will require the Company to apply a substantial portion
strategies that are repeatable and have a clearly defined source of the proceeds from the issue of the Bonds or of the termination
of return. proceeds (as applicable) to purchase Eligible Collateral, which
Founded in 1992, RMF is driven by a firm conviction that the Company shall secure in favour of the Bank under the
alternative asset classes and strategies will continue to occupy Security Agreements as security for the obligations of the Bank
centre stage in the process of investment innovation. Mindful of under the Guarantees at the Maturity Date and, as set out in the
the challenges any leading investment manager in a growing Guarantee Facility Agreements, further amounts of Eligible
industry must rise to meet, RMF applies a structured investment Collateral in respect of the outstanding guarantee commission
model that can be systematically scaled to manage increasing owed by the Company to the Bank.
investment volumes. Investment selection, portfolio To facilitate timely demand and payment under the Guarantees,
construction, risk management and investment service in the unlikely event that such a demand is required, a claim shall
functions are modularised. This enables RMF to galvanise the be made by the Guarantee Claims Agent pursuant to its
full potential of alternative strategies as well as to leverage the appointment in each Application Form as agent for making
creativity and expertise of its highly qualified investment claims on behalf of Bondholders. The terms of the Guarantee
professionals.

Claims Deeds (also referred to in section 13 of appendix 2 to this The Bank
Prospectus) require, among other things, the Guarantee Claims
As at 31 December 2003, the BNP Paribas Group (the ‘Group’)
Agent to make timely demand, on behalf of Bondholders, under
was the Euro zone’s largest banking group in terms of market
the Guarantees where any Guaranteed Amount, or part thereof,
capitalisation. The BNP Paribas Group is one of the global
remains unpaid in respect of any Bond outstanding and to be
players in financial services, conducting retail, corporate and
redeemed on the Maturity Date. The Guarantee Claims Deeds
investment banking, private banking, asset management,
require the Guarantee Claims Agent to provide supporting
insurance and is specialised in other financial activities
documentation and certification to the Bank within a prescribed
throughout the world. According to rankings published in July
timeframe. In the unlikely event that the Guarantee Claims Agent
2003 by The Banker (based on 2002 figures):
fails to fulfil its responsibilities then the Bank is obliged, subject
to the terms of the relevant Guarantee Claims Deed, to establish • based on total assets, the Group was the largest banking
an alternative mechanism to facilitate claims under the relevant group in France, the fourth largest in Europe and the ninth
Guarantee. However, the Bank is not obliged to notify any largest in the world; and
Bondholder that it may have a claim for payment, or to request • based on Tier 1 capital, the Group was the second, fourth
any such Bondholder to submit a claim. Any amounts to be paid and tenth largest banking group in France, Europe and the
to the Guarantee Claims Agent by the Bank in relation to a claim world, respectively.
under a Guarantee shall be paid into and held in a segregated The BNP Paribas Group is a leading European provider of
trust account by the Guarantee Claims Agent as trustee for and corporate and investment banking products and services and a
on behalf of the Bondholders entitled to receive such amounts leading provider of private banking and asset management
under the terms of the relevant Guarantee. products and services throughout the world. It provides retail
banking and financial services to over 20 million individual
The Profit Lock-in Feature customers throughout the world and in particular in Europe and
in the western area of the United States.
Subject to the trading performance of the Hedge Fund Styles, a
portion of net new trading profits attributable to a class of Bonds The Group has offices in more than 85 countries. At 31 December
may be used, upon the advice of the Investment Manager, 2003, the Group had consolidated assets of EUR 783.1 billion
following confirmation from the Bank, to increase the Guaranteed (EUR 710.3 billion as at 31 December 2002), consolidated gross
Amount for each Bond in the relevant Class by an amount total customer items of EUR 231.5 billion (EUR 235.7 billion as at
certified by the Bank (as determined by the Investment Manager 31 December 2002), consolidated customer deposits (including
from time to time). Bondholders may obtain a copy of such retail and negotiable certificates of deposit) of EUR 282.6 billion
certification by the Bank from the Registrar. Bondholders may (EUR 267.2 billion as at 31 December 2002) and stockholders’
rely only upon such certification by the Bank as evidence of an equity (Group share including income of the period) of EUR 28.3
increase in the Guaranteed Amount although any increase in the billion (EUR 26.4 billion as at 31 December 2002). Net income,
Guaranteed Amount will be notified by the Company in the monthly before taxes, non-recurring items and amortisation of goodwill,
report following the operation of the Profit Lock-in Feature. for the year ended 31 December 2003 was EUR 6.3 billion
(EUR 5.4 billion for the year 2002). Net income, Group share,
In certain circumstances, for example if the investment exposure
for the year ended 31 December 2003 was EUR 3.8 billion
is not obtained via the Swap Transactions and pursuant to the
(EUR 3.3 billion for the year 2002).
terms of the Guarantee Facility Agreements, the Directors may
purchase additional Eligible Collateral under the Profit Lock-in As at the date of this Prospectus, the Bank has long-term senior
Feature, or place a portion of net new trading profits on long-term debt ratings of ‘Aa2’ with stable outlook from Moody’s,
deposits, each time a Trading Subsidiary’s net new trading ‘AA–’ with positive outlook from Standard & Poor’s and ‘AA’ with
profits attributable to a class of Bonds increase by stable outlook from FitchRatings.
approximately 10% of the relevant Net Asset Value over a given BNP Paribas Group has three core businesses: retail banking;
period, as determined by the Investment Manager. It is the corporate and investment banking; and asset management and
current intention of the Directors that, in those circumstances, services. Operationally, the Group’s businesses are organised
the Company will purchase additional Eligible Collateral with a into five main divisions (French retail banking, international retail
value on maturity approximately equal to 50% of those net new banking and financial services, corporate and investment
trading profits (after making good any prior years’ losses). Only banking, asset management and services, and BNP Paribas
net new trading profits will be utilised in the Profit Lock-in Feature. Capital).
Although it is the current intention of the Bank to agree to
increases in the Guaranteed Amount, pursuant to the terms of Investment exposure
the Guarantee Facility Agreements, in certain circumstances, In order to achieve the target investment exposure, the Trading
the Bank retains the right in its absolute discretion to refuse any Subsidiaries may utilise various arrangements with other
proposed increase in any Guaranteed Amount. financial institutions and investment vehicles. These may

include credit facilities, derivative instruments, investments in The principal broker to the Trading Subsidiaries is Man Financial
leveraged vehicles and the Swap Transactions. These Limited. The Broker is a London-based futures broker and is
arrangements may include terms providing that the investment regulated in the United Kingdom in the conduct of its regulated
exposure to Hedge Fund Styles may be reduced in certain activities by the FSA.
circumstances. Whilst it is envisaged that the Swap Man Investments AG, a Swiss affiliate of the Broker and member
Transactions would be in effect for the term of the Bonds, the of the Man Group, has been appointed as the Introducing Broker
Directors may also effect similar or alternative arrangements as to the Trading Subsidiaries.
described more generally in this section.
Man Valuation Services Limited, a member of the Man Group,
The Trading Subsidiaries shall establish independent, has been appointed to provide the Company and the Trading
committed or uncommitted, Credit Facilities prior to the date on Subsidiaries with valuation and accounting services in relation
which the Bonds are issued. It is anticipated that the maximum to the Bonds.
drawdown of a Credit Facility at any one time will be 90% of the
The Company has appointed BISYS Hedge Fund Services
prevailing Net Asset Value or such other amount as the Directors
Limited to act as the Company’s registrar on the terms of the
may from time to time agree. In addition to meeting short-term
Secretarial and Registrar Agreement. The Registrar may
liquidity needs, the Credit Facilities may be utilised by the
delegate some of its duties at its discretion, unless otherwise
Investment Manager to enable the Company to achieve the
directed by the Company, provided that such responsibilities
desired investment exposure to the Hedge Fund Styles. In
may not be delegated to the extent that they are to be performed
addition to independent third parties, the Credit Facilities may
by any person outside Bermuda if such responsibilities are
be provided (in whole or part) by an entity within the Man Group
required to be performed within Bermuda under Bermudian law.
on an uncommitted basis, from time to time.
As at the date of this Prospectus, Man Corporate Services
(Ireland) Limited has been appointed by the Registrar as the
Capital preservation Bondholder Services Agent.
The Company aims at preserving the initial capital and any The Registrar’s duties extend (but not exclusively) to maintaining
locked-in profits of the Bonds at maturity. Accordingly, in the the statutory registers of the Company and making entries in
event that the Trading Subsidiaries enter into the Swap such registers. The Registrar, acting in its capacity as Guarantee
Transactions (or any equivalent derivate instrument Claims Agent, is obliged under the terms of the relevant
arrangement), the investment exposure to Hedge Fund Styles Guarantee Claims Deed to act as agent of the Bondholders in
may in the event that the net assets of the Trading Subsidiaries making claims under the Guarantees and for the distribution of
fall below certain limits temporarily or permanently have to be monies payable in respect of claims made under the Guarantees.
dynamically reduced in favour of notional fixed income In addition to the Bond register, which records the legal owner of
investments to preserve the initial capital and any locked-in the Bonds (which in practice will be Chase Nominees Limited as
profits of the Bonds at maturity. Such limits are defined by nominee of the Common Depository), the Registrar has agreed
reference to various risk parameters. to maintain (or cause to be maintained) a register of
By utilising the Swap Transactions, the Company is potentially Bondholders in which the Registrar shall record the Direct
able to achieve the target investment exposure and the policy of Participants and Beneficial Bondholders. The Bonds allocated
capital preservation as described in this section and the section to Beneficial Bondholders will be held through a designated
above. This entails the Trading Subsidiaries transferring the Clearstream account of JPMorgan Chase Bank, London Branch
proceeds of their capitalisation to the Swap Counterparty. for the benefit of Beneficial Bondholders.
Further details are set out under ‘Risk Factors’ below.
The Bonds
Management and administration Purchase price
The Company will obtain exposure to the Hedge Fund Styles The price at which Bonds may be purchased during the Offer
through its Trading Subsidiaries – ‘Man RMF Multi-Style Series 2 Period is:
USD Trading Ltd’ in respect of the USD-Class Bonds and ‘Man
• USD 1 per Bond for the USD-Class Bonds
RMF Multi-Style Series 2 Euro Trading Ltd’ in respect of the
EUR-Class Bonds. • EUR 1 per Bond for the EUR-Class Bonds
After the payment of any preliminary expenses of the Company

(as set out in the ‘Charges and fees’ section of this Prospectus), Bond valuation
the unutilised balance of the proceeds from the issue of each The respective Net Asset Value per Bond of each Class on any
class of Bonds will be used to capitalise the relevant Trading Valuation Day will be equal to the amount calculated by the
Subsidiary. The Trading Subsidiaries will use these monies to Valuations Agent as the value of the relevant Bond Account on
invest in the Hedge Fund Styles. that Valuation Day divided by the number of Bonds in that Class

which are outstanding on that Valuation Day. The relevant Net Reporting
Asset Value will be determined monthly by computing as at each The Net Asset Value per Bond for each Class will be calculated
Valuation Day the aggregate of: monthly and a monthly valuation and report providing a
(a) the value of any Security Fund; and performance review relative to current market conditions will be
(b) the value of all the assets of the relevant Trading Subsidiary sent or made available to Bondholders.
less its liabilities excluding the equity capital of the relevant The Directors anticipate that the Net Asset Value per Bond for
Trading Subsidiary plus its pro rata share of the value of any any given Valuation Day will be available within 20 Business
other assets and liabilities of the Company (as determined Days after that Valuation Day or as soon as reasonably practical
by the Valuations Agent in its reasonable discretion). thereafter. Initially, and subject to the Directors’ discretion, the
Subject to the above, the value of the assets and the liabilities of Net Asset Value per Bond will be published in the Financial
the Bond Accounts will be determined in accordance with the Times and the International Herald Tribune, in addition to data
Instruments as follows: services such as Reuters, Bloomberg, Standard & Poor’s and
Telekurs. Man Investments will also provide direct access to the
(a) all calculations based on the value of investments quoted,
published Net Asset Value per Bond via its website
listed, traded or dealt in, or on, any futures exchange shall be
www.maninvestments.com.
made by reference to the settlement price as at the close of
business on the relevant futures exchange on the day on
which such calculation is to be made; all calculations based Procedure for applications
on the value of investments quoted, listed, traded or dealt in, The application list for Bonds will open at 09:00 (London time)
or on, any other exchange (i.e. non-futures) shall be made by on 23 August 2004 and will close at 17:00 (London time) on
reference to the last quoted price (or, in the absence of any 4 October 2004, unless extended at the discretion of the
trades, at the mean between the latest offer and bid prices Directors with the prior written consent of the Bank.
quoted thereon) on the principal exchange for such
Applications should be made by completing and signing an
investments as at the close of business on the relevant
Application Form which may be obtained from the Company,
exchange on the day on which such calculation is to be
and sending the same to the Bondholder Services Agent at the
made; all calculations based on the value of any other
contact address referred to in the ‘Names and addresses’
investments traded or dealt in, or on, any over-the-counter
section of this Prospectus.
market which is the principal exchange therefor shall be
Alternatively, applications may initially be made by fax to the
made by reference to the mean between the latest offer and
Bondholder Services Agent at the fax number shown in the
bid prices quoted for such investments provided always that:
‘Names and addresses’ section of this Prospectus providing the
(i) if the Directors at their discretion reasonably consider
details (including Anti-money Laundering Documents)
that any of the prices prevailing on an exchange other
requested in the relevant Application Form and by promptly
than the principal exchange provide, in all the
mailing the relevant original Application Form (and Anti-money
circumstances, a fairer criterion of value in relation to any
Laundering Documents) duly completed and signed by or on
such investment, they may cause those prices to be used
behalf of the Applicant to the Bondholder Services Agent, which
to determine the Net Asset Value; and
has been appointed by the Registrar to process applications.
(ii) the Directors may, at their absolute discretion, permit Bondholders will be unable to redeem any Bonds issued to them
some other method of valuation to be used if they until the original of the Application Form (and Anti-money
reasonably consider that such valuation better reflects Laundering Documents) has been received by the Bondholder
the fair value; Services Agent. All Applicants wishing their Bonds to be
(b) forward foreign exchange contracts will be valued by reference credited to an account with Euroclear or Clearstream should
to the price on the Valuation Day at which a new forward specify in their Application Form all the details of such account.
contract of the same size and maturity could be undertaken; All Applicants holding Bonds in their own accounts with
(c) if no price quotations are available in the manner provided Euroclear or Clearstream are referred to as ‘Direct Participants’.
above, the value thereof shall be determined from time to All Applicants who do not have an account with Euroclear or
time in such manner as the Directors shall reasonably Clearstream should note the nominee account facilities referred
determine; and to in section four of the Application Form. Such Applicants (not
(d) any value (whether of a security or cash) other than in USD or having an account with Euroclear or Clearstream), together with
EUR shall be translated into USD or EUR at the rate (whether any Applicants holding Bonds in the Account Holder’s
official or otherwise) that the Directors shall, in their absolute Clearstream account, are referred to as ‘Beneficial
discretion, reasonably deem appropriate in the Bondholders’.
circumstances, having regard, inter alia, to any premium or A contract note will be issued by the Bondholder Services Agent
discount that they reasonably consider may be relevant and to each Beneficial Bondholder and each Direct Participant
to costs of exchange. confirming allocation.

Once completed applications have been received by the In the case of Applicants, any Application Amounts not applied
Company, they are irrevocable and monies received by the towards the subscription for Bonds shall be returned to the
Company pursuant to an application will therefore only be source from which they have been received. Any amounts
returned to Applicants at the discretion of the Directors pursuant repayable in these circumstances shall be calculated on the
to the terms of this Prospectus and of the Act. Bonds applied for Refund Determination Date and shall be repayable within
by Applicants will be issued and delivered to Euroclear and 30 days thereafter.
Clearstream after receipt and bank clearance of subscription The Directors reserve the right, at their absolute discretion,
monies and the acceptance of the applications. The Company to terminate the offer in respect of either Class should they
will not issue Bonds in multiples of less than ten and any excess consider it appropriate, in which event all subscription monies
subscription monies so resulting will be credited for the benefit received by the Company from Applicants for Bonds in that
of the applicable Bond Account. The Directors may, in their Class will be returned to those Applicants together with accrued
absolute discretion, reject or scale down any application for interest (if any), and less any bank charges (if any). If the offer in
Bonds without giving any reason. In such event the Application respect of either Class is not so terminated, the Company will
Amount, or any balance thereof, as appropriate, will be returned apply the Application Amounts in respect of that Class, plus
to the source from which it was received. accrued interest (if any), in subscribing for Bonds in that Class.
In certain circumstances and at its absolute discretion, the The Registrar, Bondholder Services Agent, Marketing Adviser,
Company may allow persons to acquire and make payment for Investment Manager and Investment Adviser all retain the right
Bonds on a DVP basis. Persons wishing to make use of this to record any telephone calls made to them. By signing an
facility should make a request to the Company for a DVP Application Form, Applicants will be consenting to such recording.
Application Form. If the Company deems it appropriate, a DVP
Application Form will be forwarded to such person. (The
Subscription Accounts
forwarding of a DVP Application Form shall in no way be or be
deemed to be, an acceptance by the Company that such person The Company has opened an interest bearing Subscription
qualifies to acquire Bonds on a DVP basis.) Any such person Account with JPMorgan Chase Bank, London Branch in respect
should complete and submit the DVP Application Form as of each class of Bonds.
further set out therein. DVP Applicants should carefully consider Any monies received from Applicants and credited to the
the instructions and terms and conditions which relate to DVP Subscription Accounts shall be held therein pending the issue
transactions as contained in the DVP Application Form. The of the Bonds (or the return of the monies to the Applicant in
Paying and Transfer Agent will act on behalf of the Company in accordance with this Prospectus).
effecting the DVP transaction and will be contractually obliged The Company will credit Applicants with interest on their
to pay DVP Proceeds to the order of the Company. Application Amounts in respect of the period commencing on
Subscription monies should be remitted by SWIFT (MT103 the date of receipt of such Application Amounts and ending on
transfer) using the relevant bank instruction letter provided with the Closing Date. The Company will credit Applicants investing
the relevant Application Form except for subscriptions for any single sum of USD 500,000 and/or EUR 500,000 or more
Bonds on a DVP basis, full instructions in relation to which are received on or before 27 September 2004 with a preferential rate
contained in the DVP Application Form. Cleared funds from of interest. The number of Bonds allocated to Applicants will be
Applicants must be received into the relevant Subscription adjusted to reflect accrued interest. Any interest accruing in the
Account by no later than the Closing Date. Subscription Subscription Accounts after the Closing Date will be credited to
monies must not be sent by personal cheque or bank draft. the relevant Bond Account.
When applying for Bonds, Applicants should apply for an initial All amounts standing to the credit of the Subscription Accounts
minimum number of Bonds with an aggregate Face Value of at shall belong to the Company absolutely.
least USD 50,000 (for the USD-Class Bonds) or EUR 50,000
(for the EUR-Class Bonds). Where an application is for a
combination of USD-Class Bonds and EUR-Class Bonds, Restriction on applications
the minimum aggregate subscription is for 50,000 Bonds, There are no restrictions on the eligibility of any person to
such combination to include a minimum of 20,000 Bonds in subscribe for Bonds provided that such person is not a
each Class. Non-qualified Person.
All Applicants should note that the issue of Bonds is subject to Each class of Bonds is issued subject to the terms and
the maximum number of Bonds available for issue under the conditions of the Instrument constituting that Class.
terms of this offer, such amount to be agreed by the Company
and the Bank. If the total amount of Bonds applied for by
Applicants exceeds the amount of Bonds available for issue,
allocation of Bonds among Applicants shall be determined by
the Directors at their discretion.

Transfer of Bonds or unless the determination of the Net Asset Value per Bond has
Direct Participants been suspended (see ‘Suspension of dealings’ below).
Following receipt of a redemption notice the relevant Bonds will
Transfers between Direct Participants within Euroclear and
be blocked in the applicable clearing account pending payment
Clearstream will be in accordance with the usual rules and
of the redemption proceeds.
operating procedures of the relevant Clearing System.
The Company is under no obligation to pay any redemption
So as to ensure they are properly recorded as Bondholders on
proceeds until (i) the original Application Form and Anti-money
the Company’s register of Bondholders maintained by the
Laundering Documents have been received by the Bondholder
Registrar (or its nominee), and that they receive communications
Services Agent; and (ii) if the redemption notice was sent by fax,
(including monthly investment management reports),
the original of that redemption notice has been received by the
transferees should inform the Registrar (or its duly appointed
Bondholder Services Agent.
delegate) accordingly and provide the same with reasonable
proof of ownership of Bonds. Direct Participants
A transfer from a Direct Participant to a Beneficial Bondholder In order for a redemption to be valid, Direct Participants must
must be accompanied by an instrument in writing signed for, give their redemption notices to the relevant Clearing System
and on behalf of, the transferee and transferor in a form (in accordance with the applicable rules of that Clearing System)
acceptable to the Registrar (or its duly appointed delegate). to be received at the latest by 10:00 (Central European time) on
A form is available from the Bondholder Services Agent, which the 15th day of the calendar month preceding the Dealing Day
has been appointed by the Registrar to effect such process. upon which the redemption is required to be effected. A Direct
Participant should request its Clearing System account
Beneficial Bondholders
administrator to quote that Direct Participant’s individual
With the prior written consent of the Directors, Beneficial reference number when issuing the instruction into the Clearing
Bondholders are entitled to transfer Bonds to anyone other System. Each Direct Participant’s reference number is quoted
than a Non-qualified Person by completion of the Man on their Application Form or contract note. In order for the
Investments’ transfer request form (available from the Bondholder Services Agent to provide the best service possible,
Bondholder Services Agent) and signed for and on behalf of Direct Participants should also inform the Bondholder Services
the transferor and the transferee. Agent of any transfer or redemption.
Any redemption notice received after the above specified time
Procedure for redemption will not be processed on the following Dealing Day, but the
The first Dealing Day on which Bonds may be redeemed is the next Dealing Day thereafter. The relevant Clearing System will,
first Business Day of January 2005. Bonds are redeemable within 24 hours after receipt of such a redemption notice,
thereafter on each Dealing Day provided written notice of the notify the Paying and Transfer Agent of the details of such
redemption is given by no later than the 15th day of the calendar redemption notice.
month preceding the Dealing Day upon which the redemption is Payment of redemption proceeds will be made usually within
required to be effected (see below for details of where notice ten Business Days after the date on which the valuation of the
should be given). Redemptions must be for a number of Bonds Bonds is available to the Paying and Transfer Agent, who will
with an aggregate Face Value equal to, or greater than, the credit the relevant clearing account accordingly. Such
Minimum Redemption and must not (unless all of the procedures will be effected in accordance with Euroclear’s or,
Bondholder’s Bonds are being redeemed) result in the as the case may be, Clearstream’s usual operating rules and
Bondholder holding a number of Bonds with an aggregate procedures. Payment of redemption proceeds will be at such
Face Value less than the Minimum Holding. Certain limits on Direct Participant’s expense and risk. The period between the
the level of redemptions permitted as of any Dealing Day may Dealing Day and the payment of proceeds is necessary to
apply (see section 5 of appendix 2 to this Prospectus). Subject allow time both for the valuation of positions taken by each of
to those limits, redemptions will be effected except in the the underlying constituent investment strategies to be received
event that the calculation of the Net Asset Value per Bond has by the Valuations Agent and used to produce a value for the
been suspended. Bond Accounts and for the processing of the relevant
The redemption price payable (USD or EUR as applicable) for redemption instructions.
each Bond redeemed will be calculated by reference to the Net Beneficial Bondholders
Asset Value per Bond on the Valuation Day immediately Beneficial Bondholders must give their written redemption
preceding the Dealing Day on which the redemption is effected, notice to the Bondholder Services Agent (which has been
subject to the deduction of a sliding scale fee during the first appointed by the Registrar to effect this process) at the latest
six years after the Issue Date (see ‘Fee for early redemption of 17:00 (London time) on the 15th day of the calendar month
Bonds’ below). Bondholders are not entitled to withdraw a preceding the Dealing Day upon which the redemption is
request for redemption unless the Directors otherwise determine required to be effected.

Any redemption notice received after the above specified time In accordance with the Instruments, a redemption notice
will not be processed on the next following Dealing Day, but the automatically empowers the Company to effect a transfer of
next Dealing Day thereafter. Payment of redemption proceeds to all or some of the Bonds being the subject of that notice
Beneficial Bondholders will be made usually within ten Business provided always that the transfer and sale proceeds (less any
Days after the date on which the valuation is available to the redemption fee) will always be equal to those proceeds that
Bondholder Services Agent. would have been paid to the Bondholder had an actual
Upon receipt of a Beneficial Bondholder’s original redemption redemption taken place.
notice, and at such Beneficial Bondholder’s expense and risk,
payment of the redemption proceeds will be made by bank to Redemption of the USD-Class Bonds at maturity
bank SWIFT transfer in accordance with the SWIFT banking
The USD-Class Bonds will mature on 31 July 2017 (or, if that
instructions provided by the Bondholder. Bondholders are
date is not a Business Day, then the next following Business
requested to provide such SWIFT banking instructions to the
Day) unless the maturity is extended at the option of the
Bondholder Services Agent with their redemption notice.
USD-Class Bondholders, with the consent of the Directors
Monies will be withheld until such SWIFT banking instructions
(in which circumstances the USD-Class Bonds will not have the
are provided to the Bondholder Services Agent.
benefit of the relevant Guarantee). On the Maturity Date for the
USD-Class Bonds, the Company will be obliged automatically
Fee for early redemption of Bonds to redeem each USD-Class Bond outstanding at the higher of:
Given the assurance that the Guarantees provide at the Maturity (a) the prevailing Net Asset Value per Bond applicable to the
Date, the Bonds are intended for purchase by investors who USD-Class Bonds; and
have the means and desire to hold them until the Maturity Date. (b) the sum of the Face Value and any Additional Amount in
All marketing and related costs during the Offer Period (other respect of the USD-Class Bonds.
than as provided to the contrary in the ‘Charges and fees’
section below) are borne by the Marketing Adviser. No such
Redemption of the EUR-Class Bonds at maturity
costs are borne by the Company. Consequently, in case of a
redemption on a Dealing Day before 1 November 2010, the The EUR-Class Bonds will mature on 31 July 2017 (or, if that
redemption price for the Bonds redeemed will be paid by the date is not a Business Day, then the next following Business
Company to the Bondholder after deduction of a fee which will Day) unless the maturity is extended at the option of the
in turn be paid to the Marketing Adviser primarily to compensate EUR-Class Bondholders, with the consent of the Directors (in
it for the costs of marketing the Bonds, as follows: which circumstances the EUR-Class Bonds will not have the
benefit of the relevant Guarantee). On the Maturity Date for the
Redemption on a Dealing
EUR-Class Bonds, the Company will be obliged automatically to
Day on or between: Redemption fee:
redeem each EUR-Class Bond outstanding at the higher of:
the Issue Date and
(a) the prevailing Net Asset Value per Bond applicable to the
31 October 2006 4 % of Net Asset Value per Bond
EUR-Class Bonds; and
1 November 2006 and
(b) the sum of the Face Value and any Additional Amount in
respect of the EUR-Class Bonds.
1 November 2008 and
Compulsory redemption of Bonds
There will be no redemption fee in respect of redemptions on a
Dealing Day falling on or after 1 November 2010. The Instruments empower the Company to require the
redemption (or transfer) of any Bonds if, in the opinion of the
There may be circumstances in which the Company will be able
Directors, such Bonds are acquired or held by a Non-qualified
to procure a purchase, on a Dealing Day, of any or all Bonds in
Person. In the event that a Direct Participant or Beneficial
respect of which the Bondholder Services Agent has received a
Bondholder (or the ultimate beneficial holder of the Bonds held
redemption notice. In those circumstances, although no actual
by a Direct Participant or Beneficial Bondholder) fails to disclose
redemption will be effected, the redeeming Bondholder will
its identity to the reasonable satisfaction of the Directors, the
receive an amount equal to the proceeds that such Bondholder
Directors are empowered to redeem compulsorily all of the
would have received had an actual redemption taken place on
Bonds held by such Direct Participant or Beneficial Bondholder
that Dealing Day (that is, the Net Asset Value per Bond on the
(or such number thereof as are being held on behalf of that
Valuation Day preceding the Dealing Day on which the purchase
ultimate beneficial holder). Should a DVP transaction fail to
is effected, less any redemption fee). In these circumstances,
settle for whatever reason, the Directors shall at their discretion
the redemption fee will operate as an administrative charge to
be entitled to cancel the relevant Bonds issued in relation to
be paid to the Marketing Adviser.
such transaction.

Suspension of dealings associated with trading transactions, interest on borrowing and
The Directors may declare a suspension of the determination of fees in respect thereof, Bermuda annual company registration
the Net Asset Value per Bond in certain circumstances as government fees of the Company and the Trading Subsidiaries,
described in section 6 of appendix 2 to this Prospectus. No the fees and expenses of the Auditors and of the legal advisers
Bonds will be redeemed during such period of suspension but, to the Company and the Trading Subsidiaries, valuation fees, the
whilst such suspension subsists, a redemption notice may be costs of Euroclear and Clearstream in respect of the registration
withdrawn by written notice to the Bondholder Services Agent of the Bonds in their systems (including delivery and any
provided that notice is received by the Bondholder Services Agent associated financing costs), the costs of obtaining and
before the termination of the period of suspension. However, if a maintaining a listing (if applicable), the fees of the Registrar, the
redemption notice is not withdrawn, it will be acted upon on the costs and expenses of operating the nominee arrangements
first Dealing Day following the end of the suspension. provided for Bondholders, the fees and expenses of the Paying
and Transfer Agent, the custody fee and related expenses in the
event of the appointment of any custodian, the cost of printing
Form of Bonds and distributing periodic and annual reports and statements and
Whilst all Bonds will be held in global registered form on behalf all other operating expenses.
of JPMorgan Chase Bank, London Branch as Common The Company shall pay the Bank a guarantee commission at the
Depository for Euroclear and Clearstream, and registered in the rate of up to 0.4% per annum on a 30/360 basis calculated by
name of Chase Nominees Limited as nominee thereof, for the reference to the higher of the Net Asset Value and the aggregate
purposes of this Prospectus the Company acknowledges the Guarantee Liability from time to time. The commission shall be
interest of Bondholders and references to ‘Bondholders’ shall payable on the Issue Date and thereafter quarterly in arrears. The
be construed accordingly. The Company does not intend to Company has also granted the Bank indemnities in respect of
issue any Bond to Bondholders in definitive form. any increase in the cost of providing the Guarantees and certain
other miscellaneous expenses (including legal fees incurred by
Charges and fees the Bank in connection with the provision of the Guarantees).
Management and incentive fees Any Credit Facilities (and financing facilities within any
Management fees will be charged and calculated at a rate of equivalent derivative instrument arrangements) including
1.5% per annum of the allocation to each Hedge Fund Style; leverage provided through the Swap Transactions are likely to
calculated on each Valuation Day and payable quarterly in bear interest at the rate of LIBOR plus a margin (which will not
arrears. A monthly incentive fee of 10% will also be charged exceed 2%, but which is likely to be subject to change),
based on the increase attributable to each such Hedge Fund calculated on the amount of the loans. An arrangement and
Style and arising from the net new profits designated to each renewal fee is likely to be payable, depending on the terms
such Hedge Fund Style. Incentive fees may be charged prior to available from the Lender from time to time.
the deduction of certain fees and expenses. The Directors reserve the right to charge all or any of their
In implementing the Hedge Fund Styles, allocations to the reasonable fees and expenses to the Company and the Trading
underlying constituent investment strategies may be made by a Subsidiaries and to effect payment accordingly. The Directors
number of methods, such as investments in other vehicles, via shall each receive an annual fee of USD 5,000 plus other fees and
the Swap Transactions or managed accounts. The relevant expenses, including those in relation to attendance at meetings.
Trading Subsidiary will participate in proportion to such The preliminary expenses incurred in connection with the
investments in all fees and expenses charged in relation to those formation of the Company and the Trading Subsidiaries,
investments including separate management and incentive fees including the costs of delivery transactions in Euroclear and
payable to the hedge fund managers of those underlying Clearstream, the costs of obtaining a listing (if applicable) and
investment strategies. Further details of these fees are generally the initial issue of the Bonds, are not expected to exceed the
contained in the prospectus or offering document relating to the higher of USD 500,000 and 0.5% of the value of the Bonds
underlying constituent investment strategy. issued, which will be paid by the Company and/or the Trading
Subsidiaries. Such expenses will be amortised during the first
three years after the Issue Date but the intention of the Directors
Other fees and expenses
is to increase the rate of amortisation in profitable periods.
The Company also bears (i) a risk transfer and management fee
of 1% per annum of the Net Asset Value; and (ii) a liquidity and
finance administration fee of 1% per annum of the aggregate Risk factors
investment exposure of the Company in respect of each class of This does not purport to be an exhaustive list of the risks
Bonds. Both fees are calculated and payable monthly in arrears. involved in investing in and/or holding the Bonds.
The Company bears, directly or indirectly, and debits from the General disclosure
relevant Bond Account, all costs and brokerage commissions 1. Each Applicant must decide the amount to invest in Bonds

taking into consideration the risk factors described in this investment losses they might incur. Accordingly, it should be
section and the terms and conditions described in this noted that it is intended that the only direct creditors of the
Prospectus and the relevant Application Form. It should be Company be limited to persons to whom the Company
borne in mind that the risk involved in this type of investment owes operational and administrative expenses.
is greater than that normally associated with other types of 7. The Guarantees are subject to the Bank’s credit risk.
investment, as the investments in which the Trading Therefore, in an insolvency or similar event, the Bank may be
Subsidiaries propose to invest through some of the unable to meet its obligations to the Bondholders under the
investment strategies can be subject to sudden, unexpected Guarantees. The Guarantees are also subject to material
and substantial price movements. Consequently, the trading restrictions and reservations and prospective Bondholders’
of such investments can lead to substantial losses as well as attention is drawn to the full form of the Guarantees in the
gains in the Net Asset Value per Bond within a short period form as set out in appendix 3.
of time. Accordingly, an investment in Bonds should be
8. Investments are normally entered into between the Trading
made only by those persons who could sustain a loss in
Subsidiaries and the relevant broker as principal (and not
that investment.
as agent). Accordingly, the Trading Subsidiaries are
2. All Applicants should carefully consider the investment exposed to the risk that the relevant broker may, in an
objective of the Company as set out in the ‘Investment insolvency or similar event, be unable to meet its contractual
objective’ section in this Prospectus. There is no guarantee obligations to the Trading Subsidiaries. The underlying
that the Company, the Trading Subsidiaries, the Investment vehicles through which the Trading Subsidiaries directly or
Manager or the Investment Adviser will realise the indirectly invest may bear similar or greater risks with regard
investment objective. to the brokers utilised.
3. Neither the Company, nor the Trading Subsidiaries, have 9. The underlying vehicles through which the Company directly
operating histories. Although the Investment Manager, the or indirectly invests will have a counterparty risk with regard
Investment Adviser and the hedge fund managers have to the over-the-counter instruments which they hold. In the
operating histories, some of those histories may be relatively event of the insolvency of any counterparty, or of any broker
short and the strategies applied may not have previously through which the investment advisers trade, the underlying
been used by an investment company of the same type as vehicles may only rank as unsecured creditors in respect of
the Company. sums due on the margin account or otherwise and any
4. There may be potential conflicts of interest between the losses will be borne by those underlying vehicles. The
activities of the Company and the activities of others using investment advisers may also enter into currency, interest
the Investment Manager, the Investment Adviser, the Bank, rate, total return or other swaps which may be surrogates for
the Swap Counterparty or the same hedge fund managers. other instruments such as currency forwards and interest
The Investment Manager, the Investment Adviser, the hedge rate options. The value of such instruments generally
fund managers, the Swap Counterparty, the Bank and/or depends upon price movements in the underlying assets as
their affiliates may invest in the same investments as the well as counterparty risk.
Trading Subsidiaries or may take the same, different or 10. The Trading Subsidiaries will have a counterparty risk with
opposite positions to that of the Trading Subsidiaries (as regard to the Swap Transactions and other over-the-counter
principal or agent) in respect of any instrument or any market. instruments which they may hold. In the event of the
5. Should a DVP transaction fail to settle for whatever reason, insolvency of any counterparty, or of any broker through
the Directors shall at their discretion be entitled to cancel the which the Investment Manager, the Investment Adviser or a
relevant Bonds issued in relation to such transaction. hedge fund manager trades for the account of the Trading
Subsidiaries, the Trading Subsidiaries may only rank as
unsecured creditors in respect of sums due to the Trading
Credit
Subsidiaries and any losses will be borne by the Trading
6. The affairs of the Company and the Trading Subsidiaries are Subsidiaries. The Trading Subsidiaries have the benefit of
organised with a view to segregating the assets and certain protections over certain assets related to the Swap
liabilities attributable to each Class. Prospective Transactions and held by the Swap Counterparty or its
Bondholders should note that such segregation may not be affiliates in the event of default or insolvency under the Swap
effective in all circumstances as against creditors and the Transactions. Nevertheless, counterparty risk may only be
assets attributable to each Class may be applied against the partially mitigated or not mitigated at all by these
liabilities of the Company generally leading to a diminution in arrangements. The Trading Subsidiaries may also enter into
the value of the relevant Bonds. An example of such a currency, interest rate, total return or other swaps which may
circumstance would be the insolvent liquidation of the be surrogates for other instruments such as currency
Company. The Company is only a shareholder of the Trading forwards and interest rate options. The value of such
Subsidiaries and would not ordinarily be liable for any instruments generally depends upon price movements in

the underlying assets as well as counterparty risk. The derivative instrument arrangement may be subject to a
underlying vehicles through which the Trading Subsidiaries change in the terms of that facility/arrangement and/or a
directly or indirectly invest may bear similar or greater risks change in applicable interest margins.
with regard to their investments. 14. The Trading Subsidiaries are exposed to investments in
markets that are volatile and/or which may become illiquid.
Factors affecting performance Accordingly, although certain investments may give greater
liquidity than an equity investment, it may be impossible (in
11. The Investment Manager and the Investment Adviser
the event of trading halts or daily price fluctuation limits on
manage the risk for the Company and the Trading
the markets traded or otherwise) or expensive for the
Subsidiaries by seeking to ensure that the underlying risk is
Trading Subsidiaries to liquidate positions against which the
within predetermined levels. Nevertheless, Bondholders
market is moving. Alternatively, it may not be possible in
should note that in the event of an exceptional decline in the
certain circumstances for a position to be initiated or
value of the Trading Capital to a level insufficient to sustain
liquidated promptly (in the event of insufficient trading
its normal diversified investment approaches, the Company
activity in the relevant market or otherwise). These risks may
(through the Trading Subsidiaries) may have to cease trading
be accentuated where the Trading Subsidiaries are required
activities in some or all of the investment strategies. In such
to liquidate positions to meet margin requests, margin calls
circumstances, the Guarantees will continue to provide an
or other funding requirements. The hedge fund managers
additional level of assurance to Bondholders by providing
face similar risks in relation to their investments.
Bondholders with a guarantee (subject to the applicable
terms and conditions) that they will receive the Guaranteed 15. The performance of the Company will be affected by charges
Amount at the Maturity Date. related to the investments of the Trading Subsidiaries. The
Trading Subsidiaries and the underlying vehicles through
12. Bondholders’ returns on each class of Bonds (by way of any
which they directly or indirectly invest, may be engaged in a
redemption payments or their equivalent) will be determined
high level of trading resulting in commensurately higher
by reference to any cumulative net gains or losses (if any)
transaction costs. Typically, high portfolio turnover will result
arising from the diversified investment activities of the
in correspondingly high transaction costs. The exact amount
relevant Trading Subsidiary conducted on behalf of the
of brokerage and related transaction costs that will be
Company and any appreciation earned in relation to any
incurred will depend upon a number of factors including the
Security Fund. The return on the Bonds may vary
nature and frequency of the market opportunities presented,
significantly over the life of the Bonds, and may decrease as
the size of transactions and the transaction rates in effect
well as increase, depending upon trading profits and
from time to time.
investment gains. The Company makes no representation
as to any return that a Bondholder will achieve on the Bonds 16. Investment in the Company must be made in USD or EUR
and there can be no assurance that information on the depending on the Class. Bondholders dealing in a different
Investment Manager, the Investment Adviser, the hedge local currency should be aware that exchange rate
fund managers or the investment approaches set out in this fluctuations could cause the value of their investment to
Prospectus will be in any respect indicative of how they will diminish or increase. Additionally, the Trading Subsidiaries
perform (either in terms of profitability or low correlation with may have to finance non-USD margins or non-EUR margins.
other investments) in the future. However the Trading Subsidiaries may seek to mitigate
foreign exchange risks involved in this financing by
13. There is no assurance that any Credit Facility or equivalent
borrowing a matching non-USD amount or non-EUR
derivative instrument arrangement will be renewed, replaced
amount in the relevant currency from the Broker (or one of its
or made available at all. In certain circumstances, the Swap
affiliated companies). The underlying vehicles through which
Transactions may not enable the Trading Subsidiaries to
the Trading Subsidiaries directly or indirectly invest may
achieve the target investment exposure. In certain adverse
bear similar or greater risks with regard to their investments.
circumstances, under the terms of the Swap Transactions
(or any equivalent derivative instrument arrangement), the 17. Some of the investment strategies may include short selling
Trading Subsidiaries may be required to reduce their target which involves agreeing to sell securities at a future date
investment exposure to Hedge Fund Styles in favour of fixed although, at the time of such agreement, the securities to be
income instruments on a temporary or even permanent sold may, or may not, be owned by the seller. The seller may,
basis with the corresponding result that the target investment at times, have to borrow securities of the same type for
exposure cannot be achieved. In such case, and in the case delivery to the purchaser, with an obligation on the seller to
of a loss of, or a reduction in, a Credit Facility or equivalent replace any such borrowed securities at a later date. Short
derivative instrument arrangement, the Trading Subsidiaries selling allows the investor to profit from declines in market
may be required to reduce their overall investment exposure prices to the extent such declines exceed the transaction
with a corresponding reduction in investment return costs and any costs of borrowing the securities. However, if
expectations. The renewal of a Credit Facility or equivalent the borrowed securities must be replaced by purchases at

market prices in order to close out a short position, any Liquidity
appreciation in the price of the borrowed securities would 24. The difference at any one time between the price paid for a
result in a loss. Purchasing securities to close out a short Bond (i.e. its Face Value) and the price at which a Bond may
position can itself cause the price of the securities to rise be redeemed means that investment in the Bonds should be
further, thereby exacerbating the loss. In addition, in some viewed as a medium-term investment. The Bonds may not
markets there are rules prohibiting short sales at prices be a suitable investment for all investors.
below the last sale price, which may prevent the short sales
25. Bondholders will need to submit a written notice of
from being executed at the most desirable time.
redemption by no later than the 15th day of the calendar
18. The complex trading systems/programmes operated by month preceding the Dealing Day on which any redemption
certain hedge fund managers and the speed and volume of is intended to be made. There is currently no secondary
transactions invariably results in occasional trades being market for the Bonds. Bondholders will, therefore, not know
executed which, with the benefit of hindsight, were not in advance of giving the notice of redemption the price at
required by the trading systems/programmes. Bondholders which the Bonds comprising that redemption notice will be
will receive the benefit or bear the loss resulting from any redeemed. In the period after the notice of redemption has
unintentional trades conducted in this manner. been given, and before the relevant Dealing Day, the
19. Investments by a Trading Subsidiary, either directly or underlying net asset value of each Bond, and therefore the
indirectly, on the advice of the Investment Manager, the redemption price which will be payable to the Bondholder,
Investment Adviser or any one or more of the hedge fund may change substantially due to market movements.
managers, may be concentrated and a significant proportion Bondholders are not entitled to withdraw a request for
of its assets may, directly or indirectly, be in the securities of redemption unless the Directors otherwise determine or
a single issuer or Agency. To the extent it does concentrate unless a suspension of dealings and/or calculations has
in any of these ways, the overall impact of adverse been declared as per the terms of this Prospectus.
developments in the business of such issuer or such Agency
or in relation to the currency in which such securities are
Leverage
denominated could be considerably greater than if it did not
26. In order to implement the Hedge Fund Styles, the Trading
concentrate its investments to such an extent.
Subsidiaries may borrow and may utilise swaps and other
20. The Trading Subsidiaries and the underlying vehicles
off balance sheet derivative transactions (including the
through which they directly or indirectly invest may employ
Swap Transactions and Credit Facilities) and other forms of
certain strategies which depend upon the reliability and
leverage. The underlying vehicles through which the Trading
accuracy of the Investment Manager’s, the Investment
Subsidiaries directly or indirectly invest may also make use
Adviser’s or any hedge fund manager’s analytical models.
of leverage. While leverage presents opportunities for
To the extent such models (or the assumptions underlying
increasing total return, it has the effect of potentially
them) do not prove to be correct, the Trading Subsidiaries’
increasing losses as well. If income and appreciation on
investments may not perform as anticipated, which could
investments made with borrowed funds are less than the
result in substantial losses.
cost of the leverage, the value of the Trading Subsidiaries’
21. The Trading Subsidiaries, the Swap Transactions and the net assets and the Net Asset Value per Bond will decrease.
underlying vehicles through which they directly or indirectly Accordingly, any event which adversely affects the value of
invest may have exposure to interest rate risks. To the extent an investment by the Trading Subsidiaries or the underlying
that prevailing interest rates change, it could negatively vehicles through which they directly or indirectly invest
affect the Net Asset Value per Bond. would be magnified to the extent leverage is employed.
22. Identification and exploitation of the investment strategies to The cumulative effect of the use of leverage in a market that
be pursued by the Investment Manager, the Investment moves adversely to a leveraged investment could result in a
Adviser or the hedge fund managers involve a high degree of substantial loss which would be greater than if leverage was
uncertainty. No assurance can be given that the Investment not used.
Manager, the Investment Adviser or any hedge fund 27. Generally, most leveraged transactions, and any provision of
manager will be able to locate suitable investment security for the Guarantees and in respect of outstanding
opportunities in which to deploy all of the allocated assets. guarantee commission, may involve the posting of
23. The Company intends to conduct its affairs such that it collateral. Increases in the amount of margin or similar
should not be deemed to be engaged in a trade or business payments or the requirement to post additional collateral for
in any country other than Bermuda and will not, therefore, be the Guarantees could result in the need for trading activity at
liable to taxes of any country other than Bermuda. If any of times and prices which could be disadvantageous to the
the activities were deemed to constitute a trade or business Trading Subsidiaries or the underlying vehicles through
in a country other than Bermuda, then that country’s taxes which they directly or indirectly invest and could result in
may apply. Any such taxes would adversely affect the substantial losses. Some of the investment strategies may
investment performance of the Bonds.
require the use of considerable leverage. There can be no
assurance that the leverage facilities will always be available
and a loss of, or reduction in, the leverage facilities is likely
to have the effect of causing the Trading Subsidiaries to
reduce their overall investment exposure. Terms upon which
leverage facilities are available may be subject to change.
The Company will be exposed to counterparty risk in
respect of any Eligible Collateral arrangements.

Reid Hall Phone: (441) 295-7000
3 Reid Street Fax: (441) 295-5193
Hamilton HM 11, Bermuda www.ey.bm
P.O. Box HM 463
Hamilton HM BX, Bermuda

c/o BISYS Hedge Fund Services Limited
Hemisphere House
9 Church Street
Hamilton, HM 11
Bermuda
7 June 2004
Dear Sirs:
This will confirm that we will be pleased to accept appointment as auditors of Man RMF Multi-Style Series 2 Ltd.
Yours very truly,
EY/CG/ct/10420

Names and addresses Company secretary and registered office of
the Company
Christine Perinchief
Directors BISYS Hedge Fund Services Limited
Michael Collins (President) (British) Hemisphere House
Argonaut Limited 9 Church Street
Argonaut House Hamilton HM 11
5 Park Road Bermuda
Hamilton HM 09
Bermuda
Mr Collins is the managing director of Argonaut Limited, Investment Manager
Bermuda. Shirelle Jones and Warren Clifford are each an Man Investments Limited
alternate director to Mr Collins. Sugar Quay
Lower Thames Street
London EC3R 6DU
John Collis (British) United Kingdom
Conyers Dill & Pearman
Clarendon House
2 Church Street Investment Adviser
Hamilton HM 11 RMF Investment Management
Bermuda Huobstrasse 16
Mr Collis is a partner of Conyers Dill & Pearman, barristers 8808 Pfäffikon SZ
and attorneys, Bermuda. Anthony Whaley and Dawn Griffiths Switzerland
are each an alternate director to Mr Collis.
Marketing Adviser
John Walley (Irish) Man Investments AG
c/o Olympia Capital (Ireland) Limited PO Box 349
6th Floor, Block 3 Etzelstrasse 27
Harcourt Centre 8808 Pfäffikon SZ
Harcourt Road Switzerland
Dublin 2
Ireland Broker
Mr Walley is a financial services consultant specialising in Man Financial Limited
the offshore funds administration business. Sugar Quay
Lower Thames Street
Thomas S Healy (Irish) London EC3R 6DU
Hemisphere House United Kingdom
9 Church Street
Hamilton HM 11 The Bank
Bermuda BNP Paribas S.A.
Mr Healy is the president of BISYS Hedge Fund Services 16, Boulevard Des Italiens
Limited, Bermuda. John Lawless and Stephen Caton are 75009 Paris
each an alternate director to Mr Healy. France
Philip Bodman (British) Subscription Account Holder

Man Fund Management (Guernsey) Limited JPMorgan Chase Bank, London Branch
1st Floor, Suite 1 Trinity Tower
Albert House 9 Thomas More Street
South Esplanade London E1W 1YT
St Peter Port United Kingdom
Guernsey GY1 1AJ
Channel Islands
Mr Bodman is managing director of Man Fund Management
(Guernsey) Limited.

Paying and Transfer Agent Legal adviser to the Company as to matters of
JPMorgan Chase Bank, London Branch English law
Trinity Tower Pinsents
9 Thomas More Street Dashwood House
London E1W 1YT 69 Old Broad Street
United Kingdom London EC2M 1NR
Tel +44 20 234 7931 United Kingdom
Fax +44 20 234 7945
Attention: Manager, Institutional Trust Services
Legal adviser to the Bank
Clifford Chance Limited Liability Partnership
Registrar and Guarantee Claims Agent 10 Upper Bank Street
BISYS Hedge Fund Services Limited London E14 5JJ
Hemisphere House United Kingdom
9 Church Street
Hamilton HM 11
Bermuda
Tel +1 441 295 9166
Fax +1 441 292 6145
Bondholder Services Agent

Man Corporate Services (Ireland) Limited
79/80 Lower Leeson Street
PO Box 7073
Dublin 2
Ireland
Tel +353 1 647 0000
Fax +353 1 647 0027
Fax +353 1 661 7435 (Application Forms only)
Auditors
Ernst & Young
Reid Hall
3 Reid Street
Hamilton HM 11
Bermuda
Valuations Agent
Man Valuation Services Limited
Sugar Quay
Lower Thames Street
London EC3R 6DU
United Kingdom
Legal adviser to the Company as to matters of

Bermudian law
Conyers Dill & Pearman
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Appendix 1
Definitions register of Bondholders maintained by the Registrar (or its

nominee) and ‘Bondholders’ shall be construed accordingly.
‘Account Holder’ means the entity which holds the Bonds on
behalf of the Bondholders through one or more of the Clearing ‘Bondholder Services Agent’ means Man Corporate Services
Systems, which entity as at the date of this Prospectus is (Ireland) Limited, a company incorporated in Ireland, or such
JPMorgan Chase Bank, London Branch. other party as is appointed as such by the Registrar from time to
time to carry out bondholder and transfer agency services.
‘Act’ means the Companies Act 1981 of Bermuda.
‘Bonds’ means any or all of the USD-Class Bonds and the
‘Additional Amount’ means, at any given time, in relation to
EUR-Class Bonds, as appropriate and ‘Bond’ and
each Bond outstanding, the amount (if any) in USD or EUR most
corresponding definitions shall be construed accordingly.
recently certified in writing by the Bank to the Company and the
Registrar in accordance with the terms of the relevant Guarantee ‘Broker’ means Man Financial Limited, a London-based futures
Facility Agreement as being the amount which is guaranteed by broker which is regulated by the FSA in the conduct of its
the Bank (subject to the terms of the relevant Guarantee) in regulated activities in the United Kingdom.
excess of its Face Value. ‘Broker Agreement’ means the Introducing Broker Agreement,
‘Agency’ means any state, country or government or any together with the Broker’s new account documentation duly
governmental, quasi-governmental or judicial entity or authority. executed by the Trading Subsidiaries, and ‘Broker
Agreements’ shall be construed accordingly.
‘Anti-money Laundering Documents’ means the
documentation required by the money laundering protection ‘Business Day’ means a day (other than a Saturday or Sunday)
section of the relevant Application Form to be provided by an on which banks and foreign exchange markets are open for
Applicant as part of their application for Bonds. business in Bermuda, Dublin, London, New York and Zurich or
such other days as the Directors shall from time to time
‘Applicant’ means any person, other than a DVP Applicant, in
determine, and ‘Business Days’ shall be construed accordingly.
whose name an application to subscribe for Bonds is made by
submitting a duly completed and signed Application Form and ‘Bye-laws’ means the bye-laws of the Company and/or the
by remitting (or causing to be remitted) cleared funds into the Trading Subsidiaries as the context requires, as amended from
relevant Subscription Account in an amount in USD or EUR time to time.
equal to the aggregate Face Value of the Bonds being applied ‘Charge Agreement’ means in respect of each of the
for, as such process is more particularly described in the USD-Class Bonds and the EUR-Class Bonds, the security
‘Procedure for applications’ section of this Prospectus, and agreement between the Company and the Bank, dated on or
‘Applicants’ in the context of a specific Class or Classes shall about the date of this Prospectus, as described in section 13 of
be construed accordingly. appendix 2 to this Prospectus and ‘Charge Agreements’ shall
‘Application Amount’ means, in respect of an application, the be construed accordingly.
amount in USD or EUR cleared funds remitted by the Applicant ‘Class’ means the USD-Class Bonds or the EUR-Class Bonds
and which has been received into and credited to the relevant as the context so requires and ‘Classes’ shall be construed
Subscription Account and not subsequently withdrawn by, or accordingly.
refunded to, the Applicant or its agent and ‘Application ‘Clearing System’ means Euroclear or Clearstream, as the case
Amounts’ shall be construed accordingly. may be and ‘Clearing Systems’ shall be construed accordingly.
‘Application Form’ means an application form for the Bonds to ‘Clearstream’ means Clearstream Banking, société anonyme
be completed and executed by an Applicant in order to apply for (formerly known as Cedelbank and Cedel Bank, société
Bonds and ‘Application Forms’ shall be construed accordingly. anonyme), incorporated in 1970 as a limited company under
‘Auditors’ means Ernst & Young, chartered accountants of Reid Luxembourg law.
Hall, 3 Reid Street, Hamilton HM 11, Bermuda. ‘Closing Date’ means the date on which the Offer Period will
‘Bank’ means BNP Paribas S.A., 16, Boulevard Des Italiens, close, namely 4 October 2004 unless extended at the discretion
75009 Paris, France. of the Directors with the prior written consent of the Bank (such
‘Beneficial Bondholders’ means Bondholders who (i) do not have consent not to be unreasonably withheld, delayed or made
an account with either of the Clearing Systems; and/or (ii) are subject to conditions).
holding Bonds through the Account Holder’s Clearstream account ‘Collateral Agreement’ means the collateral agreement in
and ‘Beneficial Bondholder’ shall be construed accordingly. respect of the USD-Class Bonds which, in certain
‘Bond Account’ means both of the USD-Class Bond Account circumstances, will be entered into between the Company, the
and/or the EUR-Class Bond Account, as the context so requires Bank and a security custodian pursuant to which the security
and ‘Bond Accounts’ shall be construed accordingly. custodian would agree to provide various services in respect of
Eligible Collateral in the form of United States of America
‘Bondholder’ means a person entered as holder of either
Treasury USD denominated zero coupon bonds pledged
USD-Class Bonds or EUR-Class Bonds in the Company’s
pursuant to the Security and Pledge Agreement.

‘Common Depository’ means the common depository for the consent of the Bank, unsubordinated EUR denominated zero
Clearing Systems, being as at the date of this Prospectus, coupon instruments issued by the Bank or an EU government
JPMorgan Chase Bank, London Branch. (such government and instruments as are acceptable to the
‘Company’ means Man RMF Multi-Style Series 2 Ltd, a Bank) or other similar securities or instruments which are
company incorporated with limited liability in Bermuda under denominated exclusively in EUR (including, without limitation,
the Act. deposits placed with the Bank, unsubordinated securities
issued by the Bank, and any right, claim or interest under any
‘Credit Facilities’ means any credit facilities which are provided
swap entered into by the Bank), in each case maturing on or
by a Lender to the Trading Subsidiaries on a committed or
before the Maturity Date or, in respect of (i) and (ii), such other
uncommitted basis and ‘Credit Facility’ shall be construed
asset as is agreed in writing between the Company and the Bank.
accordingly.
‘EUR’ means the Euro, the single currency of participating
‘Dealing Day’ means the first Business Day of each calendar
states of the European Union.
month, or such other Business Days as the Directors shall from
time to time determine, the first Dealing Day being the first ‘EUR-Class Bond Account’ means the internal account of the
Business Day of January 2005 and ‘Dealing Days’ shall be Company (i) to which, for accounting purposes, the proceeds
construed accordingly. from the issue of the EUR-Class Bonds are credited separately
from the Company’s other assets; (ii) to which, for accounting
‘Direct Participants’ means Bondholders (i) having their own
purposes, the income and capital gains on the assets
accounts with one or more of the Clearing Systems; and (ii)
attributable to the EUR-Class Bond Account will accrue; and
having their Bonds credited to such accounts, and ‘Direct
(iii) from which, for accounting purposes, all expenses and
Participant’ shall be construed accordingly.
liabilities related to the EUR-Class Bonds, and any redemptions
‘Directors’ means the directors (or any alternate director) of the of EUR-Class Bonds, will be paid.
Company from time to time or any duly authorised committee
‘EUR-Class Bonds’ means the EUR 1 redeemable structured
thereof, and ‘Director’ shall be construed accordingly.
guaranteed bonds without coupon offered for subscription by
‘DVP’ means settlement of Bonds on a delivery versus the Company in accordance with the terms of this Prospectus
payment basis. and issued or to be issued by the Company pursuant to the
‘DVP Applicant’ means any person (other than an Applicant), terms of the EUR Instrument and ‘EUR-Class Bond’ shall be
who applies to subscribe for Bonds using the DVP method of construed accordingly.
subscription and ‘DVP Applicants’ shall be construed ‘EUR Instrument’ means the instrument dated on or about
accordingly. the date of this Prospectus whereby the EUR-Class Bonds
‘DVP Application Form’ means the Application Form which are constituted and pursuant to which they are issued or are to
must be completed by a DVP Applicant. be issued.
‘DVP Bond’ means a Bond subscribed for by and issued to a ‘Euroclear’ means Euroclear Bank S.A./N.V., as operator of the
DVP Applicant and ‘DVP Bonds’ shall be construed accordingly. Euroclear System.
‘DVP Bondholder’ means a Bondholder in respect of a DVP ‘Face Value’ means (i) in the case of the USD-Class Bonds, the
Bond and ‘DVP Bondholders’ shall be construed accordingly. principal face value of USD 1 at which each USD-Class Bond is
‘DVP Proceeds’ means in respect of each DVP Bondholder, the offered for subscription by the Company; and (ii) in the case of
subscription monies attributable to the DVP Bonds issued to it. the EUR-Class Bonds, the principal face value of EUR 1 at which
‘Early Maturity Date’ means, subject to the terms of this each EUR-Class Bond is offered for subscription by the Company.
Prospectus, the date prior to the Maturity Date which is declared ‘FSA’ means the Financial Services Authority, a company limited
by the Directors in accordance with the terms of the relevant by guarantee established and authorised to carry out its
Instrument to be the date on which any one or more of (i) all regulatory functions under the FSMA (and any successor
USD-Class Bonds; and/or (ii) all EUR-Class Bonds, as regulatory organisation).
applicable, then outstanding shall be redeemed by the Company. ‘FSMA’ means the Financial Services and Markets Act 2000 of
‘Eligible Collateral’ means (i) in respect of USD-Class Bonds, the United Kingdom, as the same may be amended from time
United States of America Treasury USD denominated zero to time.
coupon bonds or cash deposits denominated exclusively in ‘Global Registered Bond’ means each global registered bond to
USD or, with the prior written consent of the Bank, other similar be registered in the name of Chase Nominees Limited as nominee
securities or instruments which are denominated exclusively in of the Common Depository in respect of the relevant Class.
USD (including, without limitation, deposits placed with the ‘Guarantee Claims Agent’ means the Registrar acting in its
Bank, unsubordinated securities issued by the Bank and any capacity as guarantee claims agent pursuant to its obligations
right, claim or interest under any swap entered into by the Bank); under the Guarantee Claims Deeds or such other person as may
and (ii) in respect of EUR-Class Bonds, cash deposits be duly appointed as guarantee claims agent with the prior
denominated exclusively in EUR or, with the prior written

written consent of the Bank (such consent not to be ‘Investment Manager’ means Man Investments Limited, a
unreasonably withheld, delayed or made subject to conditions). limited liability company incorporated in England and regulated
‘Guarantee Claims Deeds’ means the guarantee claims deed in the conduct of its regulated activities in the United Kingdom
in respect of each Class between the Company, the Bank and by the FSA.
the Guarantee Claims Agent, dated on or about the date of this ‘Issue Date’ means the date the Bonds are issued pursuant to
Prospectus and reference to the ‘Guarantee Claims Deed’ in the Instruments.
the context of a specific Class shall be construed accordingly. ‘Lender’ means such entity (or entities), which may include (in
‘Guarantee Facility Agreements’ means the guarantee facility whole or in part) an entity within the Man Group, as is (or are)
agreement in respect of each Class each dated on or about the engaged by the Trading Subsidiaries from time to time to make
date of this Prospectus entered into in each case between the loans available to the Trading Subsidiaries for the purposes,
Company, the relevant Trading Subsidiary and the Bank and inter alia, of providing the investment leverage contemplated in
reference to the ‘Guarantee Facility Agreement’ in the context this Prospectus.
of a specific Class shall be construed accordingly. ‘LIBOR’ means the rate per annum at which prime banks may
‘Guarantee Liability’ means the maximum contingent liability of borrow in USD on the London Interbank Market as published
the Bank under clause 2.1 of the relevant Guarantee from time to from time to time by recognised information providers.
time and references to the ‘Guarantee Liabilities’ in the context ‘Man Group’ means Man Group plc and all or any of its
of each of the Guarantees shall be construed accordingly. subsidiaries for the time being, as the context so requires.
‘Guaranteed Amount’ means in relation to each Bond ‘Man Investments’ means the asset management division of
outstanding and to be redeemed on the Maturity Date, the the Man Group comprising, among others, the following
amount in USD (in relation to the USD-Class Bonds) or EUR (in companies: Man Investments AG, Man Mash Limited,
relation to the EUR-Class Bonds) equal to such Bond’s Face Man Corporate Services (Ireland) Limited, Man Valuation
Value plus any Additional Amount. Services Limited, Man Investments Limited and RMF
‘Guarantees’ or ‘Deeds of Guarantee’ means, for each class of Investment Management.
Bond, the deed of guarantee in respect of the Guaranteed ‘Man RMF Multi-Style Series 2 Ltd’ and ‘Man RMF
Amount, issued by the Bank under the terms of the Guarantee Multi-Style Series 2’ mean the Company, or the investment
Facility Agreements and each substantially in the form set out in product represented by the Company, as described in more
appendix 3 to this Prospectus, and references to the detail in this Prospectus, as the context requires.
‘Guarantee’ or ‘Deed of Guarantee’ in the context of a specific
‘Marketing Adviser’ means Man Investments AG acting in its
class of Bonds shall be construed accordingly.
capacity as marketing adviser pursuant to the Investment
‘Hedge Fund Style’ means each hedge fund style constituted Management Agreements.
by underlying investment strategies upon the advice of the
‘Material Contracts’ means each of the contracts described
Investment Adviser from time to time, as described more
in section 13 of appendix 2 to this Prospectus, and ‘Material
generally in the ‘Investment approach’ section of this Prospectus,
Contract’ shall be construed accordingly.
and ‘Hedge Fund Styles’ shall be construed accordingly.
‘Maturity Date’ means 31 July 2017 for each class of Bonds.
‘Instruments’ means the USD Instrument and the EUR
If such date is not a Business Day, the next succeeding
Instrument and reference to the ‘Instrument’ in the context of a
Business Day.
specific Class shall be construed accordingly.
‘Memorandum of Association’ means the memorandum of
‘Introducing Broker’ means Man Investments AG, a limited
association of the Company and/or a Trading Subsidiary as the
liability company incorporated in Switzerland.
context requires, as amended from time to time.
‘Introducing Broker Agreements’ means the agreements
‘Minimum Holding’ means 50,000 Bonds in aggregate and,
between the Broker, the Introducing Broker and the Trading
if the holder has Bonds in different Classes, 20,000 Bonds for
Subsidiaries, dated on or about the date of this Prospectus and
each Class held.
described in section 13 of appendix 2 to this Prospectus.
‘Minimum Redemption’ means the minimum number of Bonds
‘Investment Adviser’ means RMF Investment Management, a
which a Bondholder may redeem pursuant to any single
limited liability company incorporated in Switzerland, or such other
redemption application, having an aggregate Face Value of
entity within RMF appointed as its successor from time to time.
USD 20,000 or EUR 20,000 dependent on which Class is the
‘Investment Management and Advisory Agreements’ subject of such application.
means the agreements between the Company, the Trading
‘Minimum Subscription’ means the minimum amount for which each
Subsidiaries, the Investment Manager, the Investment
individual must subscribe, having an aggregate Face Value of USD
Adviser and the Marketing Adviser, dated on or about the date
50,000 or EUR 50,000 (i.e. 50,000 Bonds). Subject to this minimum, in
of this Prospectus and described in section 13 of appendix 2 to
the event of subscriptions for more than one Class, the minimum
this Prospectus.
amount subscribed for each Class must be USD 20,000 or EUR 20,000.

‘Net Asset Value’ means the amount calculated by the ‘RMF’ means an investment division of Man Investments.
Valuations Agent as at each Valuation Day as being the value of ‘Secretarial and Registrar Agreement’ means the agreement
the USD-Class Bond Account or the EUR-Class Bond Account between the Company and the Registrar in respect of both
(as applicable) (as such values are more particularly described in Classes, dated on or about the date of this Prospectus as
the ‘Bond valuation’ section of this Prospectus) and reference to described in section 13 of appendix 2 to this Prospectus.
‘Net Asset Values’ in the context of a specific Class or Classes
‘Security Agreements’ means (i) the Charge Agreements;
shall be construed accordingly.
(ii) the Collateral Agreement (if entered into) and (iii) the Security
‘Net Asset Value per Bond’ means the Net Asset Value of the and Pledge Agreement (if entered into) and references to the
relevant Bond Account divided by the number of Bonds ‘Security Agreement’ in the context of a specific Class or
outstanding in the relevant Class on the Valuation Day to which the Classes shall be construed accordingly.
calculation of that Net Asset Value by the Valuations Agent relates.
‘Security and Pledge Agreement’ means the security and
‘Non-qualified Person’ means (i) any person who by acquiring pledge agreement in respect of the USD-Class Bonds which,
and/or holding Bonds, would be in breach of the law or in certain circumstances, will be entered into between the
requirements of any country or governmental authority; or Company and the Bank and pursuant to which the Company
(ii) any person or persons in circumstances (whether directly or would pledge to the Bank its rights over Eligible Collateral in the
indirectly affecting such person or persons and whether taken form of United States of America Treasury USD denominated
alone or in conjunction with any other persons, connected or zero coupon bonds.
not, or any other circumstances appearing to the Directors to be
‘Security Fund’ means, in respect of each Class, any and all
relevant) which, in the opinion of the Directors, might result in
Eligible Collateral held from time to time by the Bank and/or any
the Company incurring any liability to taxation or suffering any
security custodian pursuant to the terms of the relevant Security
other pecuniary or commercial disadvantage that the Company
Agreement, or by such other party on terms and conditions as
might not otherwise have incurred or suffered; or (iii) any person
agreed between the Company and the Bank and ‘Security
under the age of 21 years; or (iv) any United States person.
Funds’ shall be construed accordingly.
‘Offer Period’ means the period of the offer of Bonds
‘Subscription Account Holder’ means JPMorgan Chase Bank,
commencing on 23 August 2004 and ending on 4 October 2004
London Branch, Trinity Tower, 9 Thomas More Street, London
unless extended at the discretion of the Directors with the prior
E1W 1YT, United Kingdom.
written consent of the Bank (such consent not to be
‘Subscription Accounts’ means the interest bearing
unreasonably withheld, delayed or made subject to conditions).
subscription accounts opened by the Company in respect of
‘Paying and Transfer Agent’ means JPMorgan Chase Bank,
each Class with the Subscription Account Holder and/or with
London Branch or such other party or parties as is or are
such other party on terms and conditions as may be agreed in
appointed as paying and transfer agent from time to time with
writing between the Company and the Bank and ‘Subscription
the prior written consent of the Bank (such consent not to be
Account’ shall be construed accordingly.
‘Swap Counterparty’ means BNP Paribas S.A., 16, Boulevard
‘Profit Lock-in Feature’ means the feature described in the
Des Italiens, 75009 Paris, France.
‘Profit Lock-in Feature’ section of this Prospectus.
‘Swap Transactions’ means the swap transactions
‘Prospectus’ means this prospectus dated 7 June 2004 relating
documented under the 1992 ISDA Master Agreement and the
to the offering of Bonds, including the appendices to this
Schedules and Confirmations thereto which may be entered into
Prospectus.
by the Trading Subsidiaries and the Swap Counterparty.
‘Recognised Investment Exchange’ means a recognised
‘Trading Capital’ means all the assets of the Company and the
investment exchange for the purposes of the Financial Services
Trading Subsidiaries (other than the Security Funds and the
and Markets Act 2000 or such other investment exchange as the
equity capital of the Company and the equity capital of the
Company may, in its absolute discretion, nominate for the
Trading Subsidiaries) less the liabilities of the Company and the
purposes of obtaining a listing of the Bonds and ‘Recognised
Trading Subsidiaries.
Investment Exchanges’ shall be construed accordingly.
‘Trading Subsidiaries’ means Man RMF Multi-Style Series 2
‘Refund Determination Date’ means the date falling 21 days
USD Trading Ltd and Man RMF Multi-Style Series 2 Euro Trading
after the Closing Date.
Ltd, each a company incorporated with limited liability in
‘Registrar’ means BISYS Hedge Fund Services Limited of Bermuda and reference to the ‘Trading Subsidiary’ in the
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda context of a specific Class shall be construed accordingly.
or such other party as is appointed registrar to the Company
from time to time with the prior written consent of the Bank
(such consent not to be unreasonably withheld, delayed or
made subject to conditions).

‘United States’ or ‘US’ means the United States of America and
its territories and possessions including any state thereof and
the District of Columbia.
‘United States person’ or ‘US person’ means a US person, as
that term is defined in Regulation S under the US Securities Act
of 1933, as amended, or the US Internal Revenue Code, as
amended, and any person acting (in any capacity) on behalf of a
US person.
‘USD’ means dollars, the currency of the United States.
‘USD-Class Bond Account’ means the internal account of the
Company (i) to which, for accounting purposes, the proceeds
from the issue of the USD-Class Bonds are credited separately
from the Company’s other assets; (ii) to which, for accounting
purposes, the income and capital gains on the assets
attributable to the USD-Class Bond Account will accrue; and
(iii) from which, for accounting purposes, all expenses and
liabilities related to the USD-Class Bonds, and any redemptions
of USD-Class Bonds, will be paid.
‘USD-Class Bonds’ means the USD 1 redeemable structured
guaranteed bonds without coupon offered for subscription by
the Company in accordance with the terms of this Prospectus
and issued or to be issued by the Company pursuant to the
terms of the USD Instrument and ‘USD-Class Bond’ shall be
construed accordingly.
‘USD Instrument’ means the instrument dated on or about the
date of this Prospectus whereby the USD-Class Bonds are
constituted and pursuant to which they are issued or are to
be issued.
‘Valuation Day’ means the last day of each calendar month, or
such other day as the Directors shall determine from time to time.
‘Valuations Agent’ means Man Valuation Services Limited, a
member of the Man Group, or such other party as may be
appointed as valuations agent from time to time with the prior
written consent of the Bank (such consent not to be

Appendix 2
General information The Directors confirm that as of the date of issue of this Prospectus:
1. Incorporation (a) the Company has not commenced business;
The Company is a Bermuda exempted company and was (b) no dividends have been declared or paid by the Company;
incorporated on 18 May 2004 with limited liability under the Act. (c) they have not approved any financial statements for laying
The Memorandum of Association and the Bye-laws of the Company before a general meeting of the Company; and
comprise its constitution. (d) the Auditors have not audited any financial statements of
On incorporation the authorised share capital of the Company was the Company.
USD 12,000 divided into 12,000 ordinary shares of a par value of The Trading Subsidiaries are Bermuda exempted companies and
USD 1 each. each was incorporated on 18 May 2004 with limited liability under
The Company’s ordinary shares are owned 25% by Man Holdings the Act. The Memorandum of Association and the Bye-laws of each
Limited, a Bermuda exempted subsidiary of Man Financial Limited. Trading Subsidiary comprise its constitution.
The remaining 75% of the ordinary shares are owned by Albany On incorporation the authorised share capital of each of the Trading
Management Company Limited, a Bermuda exempted company. Subsidiaries was USD 12,000 divided into 12,000 ordinary shares of
The ordinary shares carry 100% of the voting rights. a par value of USD 1 each.
The principal objects for which the Company was formed and The objects for which each Trading Subsidiary was formed and
incorporated are: incorporated are:
(a) to carry on the business of an investment holding company and (a) to invest the money of such Trading Subsidiary in risk transfer
for that purpose to authorise, issue, offer, sell and deliver bonds contracts, equities, bonds, contracts for differences and other
(or other evidences of indebtedness), and to transfer, redeem capital market or derivative instruments, futures and forwards
and purchase bonds (or other evidences of indebtedness); contracts, swap contracts, foreign exchange contracts and
(b) to use the proceeds from the issue of bonds (or other evidences related options thereon and to sell, exchange, vary or dispose of
of indebtedness), to make cash deposits and to acquire shares the investments of such Trading Subsidiary in such risk transfer
in companies, whether companies within the meaning of the Act contracts, equities, bonds, contracts for differences and any
or not; other capital market or derivative instruments, futures and
(c) to invest the money of the Company in risk transfer contracts, forwards contracts, swap contracts, foreign exchange contracts
equities, bonds, contracts for differences and any other capital and related options thereon as such Trading Subsidiary may
market or derivative instruments, futures and forwards from time to time determine;
contracts, swap contracts, foreign exchange contracts and (b) to borrow or raise or secure the payment of money in such manner
related options thereon and to sell, exchange, vary or dispose as such Trading Subsidiary may think fit and to secure the same or
of the investments of the Company in such risk transfer the repayment or performance of any debt, liability, contract,
contracts, equities, bonds, contracts for differences and any guarantee or other arrangement incurred or to be entered into by
other capital market or derivative instruments, futures and such Trading Subsidiary in any way and in particular by the issue of
forwards contracts, swap contracts, foreign exchange contracts debentures, debenture stock, notes, bonds, obligations or other
and related options thereon as the Company may from time to evidences of indebtedness or securities and otherwise howsoever
time determine; whether perpetual or otherwise charged upon all or any of such
(d) to borrow or raise or secure the payment of money in such Trading Subsidiary property and to purchase, redeem or otherwise
manner as the Company may think fit and to secure the same or pay off such securities;
the repayment or performance of any debt, liability, contract, (c) to enter into any guarantee, contract of indemnity of suretyship
guarantee or other arrangement incurred or to be entered into by and to assure, support or secure with or without consideration
the Company in any way and in particular by the issue of or benefit the performance of any obligations of any person or
debentures, debenture stock, notes, bonds, obligations or other persons and to guarantee the fidelity of individuals filling or
evidences of indebtedness or securities and otherwise about to fill situations of trust or confidence;
howsoever whether perpetual or otherwise charged upon all or (d) to invest the monies of such Trading Subsidiary in time deposits
any of the Company’s property and to purchase, redeem or on such terms and conditions as such Trading Subsidiary may
otherwise pay off such securities; from time to time determine;
(e) to enter into any guarantee, contract of indemnity of suretyship (e) to enter into and to perform contracts, undertakings and
and to assure, support or secure with or without consideration arrangements of any kind in furtherance of, or for the purpose of
or benefit the performance of any obligations of any person or implementing, any of the objects contemplated herein,
persons and to guarantee the fidelity of individuals filling or including, without limitation, any contract of indemnity, any
about to fill situations of trust or confidence; and currency exchange transactions or any other contracts,
(f) to invest the money of the Company in time deposits on such undertakings or arrangements pertaining to the issue of bonds
terms and subject to such conditions as the Company may from (or other evidences of indebtedness) or the management of
time to time determine. such Trading Subsidiary, and to engage in any other activity
The Bonds are available for issue at the discretion of the Directors. permitted to companies under the laws in force in Bermuda but

only to the extent that such activity is necessary, expedient, (b) Redemption by the Company
incidental or conducive to the accomplishment of the objects of Unless the maturity of the Bonds is extended at the option of the
such Trading Subsidiary; and Bondholders with the consent of the Directors (in which event,
(f) as set out in paragraphs (b) to (n) (inclusive) and (p) to (t) such Bonds shall not have the benefit of the Guarantees), each
(inclusive) of the Second Schedule to the Act. of the Bonds shall be redeemed at the Maturity Date at the
The directors of each of the Trading Subsidiaries confirm that as of higher of (i) the Net Asset Value per Bond; or (ii) the sum of (a) the
the date of issue of this Prospectus: Face Value; and (b) any Additional Amount.
(a) the Trading Subsidiary of which they are directors has not (c) Compulsory redemption
commenced business; The Instruments empower the Company to require the
(b) no dividends have been declared or paid by the Trading redemption (or transfer) of any Bonds, if in the opinion of the
Subsidiary; Directors, such Bonds are acquired or held by a Non-qualified
Person. Should a DVP transaction fail to settle for whatever
(c) they have not approved any financial statements for laying
reason, the Directors shall at their discretion be entitled to
before a general meeting of the Trading Subsidiary; and
cancel the relevant Bonds issued in relation to such transaction.
(d) the Auditors have not audited any financial statements of the
(d) Early maturity of the Bonds
Trading Subsidiary.
The Directors may decide that, in certain circumstances (for
example, where a Class does not achieve the expected level of
2. Share rights
performance), one or more Classes shall mature on the Early
The holders of the ordinary shares of the Company shall: Maturity Date, provided that there are sufficient funds at such
(a) be entitled to one vote per ordinary share provided that, as a time to pay at least the sum of the Face Value and any Additional
class, the ordinary shares shall carry 100% of the voting rights Amount. The Guarantees only apply to Bonds which are
outstanding on all shares; outstanding and to be redeemed on the Maturity Date. In the
(b) in aggregate be entitled to receive a dividend of an amount event that it is decided that either one or both Classes will
equal to USD 5,000 per annum; and mature prior to the Maturity Date, the Guarantee(s) applicable to
(c) in the event of the winding up or dissolution of the Company, each such Class will not apply.
whether voluntary or involuntary or for the purpose of (e) Listing
reorganisation or otherwise or upon distribution of capital, be The Directors may, in the future, seek a listing for the Bonds on
entitled to the par value thereof if paid up and to the surplus one or more Recognised Investment Exchanges.
assets of the Company, if any. However the holders of the ordinary (f) Governing law
shares, have agreed irrevocably and in writing, inter alia, to waive
The Instruments will be governed by the laws of England
their entitlement to any amounts which exceed the paid up par
and Wales.
value of their ordinary shares and have authorised and instructed
the Company to credit any such amounts to the relevant Bond
Account for the benefit of the relevant Bondholder(s). 4. Euroclear and Clearstream
(a) Provision relating to the Bonds whilst they are in global form
3. The Bonds Within 30 days following the Closing Date, the Global Registered
Bond will be issued and will be registered in the name of Chase
The Bonds are constituted by the Instruments executed by the
Nominees Limited as nominee of the Common Depository for
Company which include, inter alia, provisions as follows:
credit to the accounts of the Direct Participants. While the
(a) Form and status
Bonds are represented by the Global Registered Bond, the
The Bonds will be issued initially in denominations of USD 1 or Bonds represented by such Global Registered Bond may be
EUR 1 Face Value, depending on their Class, and will constitute bought or sold through Euroclear or Clearstream by Direct
unsubordinated and unsecured obligations of the Company and Participants in accordance with the terms and conditions of the
shall at all times rank pari passu and without any preference relevant Clearing System without the need to transfer the
among themselves. The payment obligations of the Company relevant Global Registered Bond to another registered holder.
pursuant to the Bonds shall at all times rank at least equally with
(b) Clearing and settlement
all of the Company’s other present or future unsecured and
Arrangements have been made with Euroclear and Clearstream
unsubordinated obligations. The Instruments constituting the
to facilitate the initial issue of Bonds. Transfers within Euroclear
Bonds do not contain any restrictions on the Company
and Clearstream will be in accordance with their usual rules and
borrowing money or charging or disposing of assets or changing
operating procedures.
the nature of its business. Save as otherwise agreed with the
Bank, the Instruments prohibit the Company from issuing any (c) Settlement in relation to the Global Registered Bond
further Bonds, shares or other instruments which would have Upon the issue of the Global Registered Bond, appropriate book
the right to participate in or would be valued by reference to the entries will be made by Euroclear and Clearstream. In
assets and liabilities of any of the Bond Accounts. The Bonds, accordance with instructions received from Direct Participants,
which will be in registered form, will not bear interest. Euroclear and Clearstream will credit to the accounts of such

Direct Participants the respective principal amount of the Bond Account are listed, quoted, traded or dealt in is closed (other
beneficial interest represented by the Global Registered Bond than customary weekend and holiday closing) or trading on any
which has been allocated to them. such exchange or market is restricted; circumstances exist as a
Ownership of beneficial interests in the Global Registered Bond will result of which in the opinion of the Directors it is not reasonably
be limited to Direct Participants and will be shown on, and the practicable for the Company and/or the Trading Subsidiaries to
transfer of that ownership will be effected only through, records dispose of investments comprised in the relevant Bond Account, or
maintained by Euroclear and Clearstream. Settlement will follow the as a result of which any such disposal would be materially
settlement procedures applicable to conventional eurobonds. prejudicial to Bondholders; a breakdown occurs in any of the means
normally employed in ascertaining the value of investments or when
Securities clearance accounts and cash accounts with both
for any other reason the value of any of the investments or other
Euroclear and Clearstream are subject to the terms and conditions
assets comprised in any of the Bond Accounts cannot reasonably or
governing their use, the related operating procedures of each
fairly be ascertained; the Company and/or the Trading Subsidiaries
Clearing System and applicable law. All securities in Euroclear and
are unable to repatriate funds required for the purpose of making
Clearstream are held on a fungible basis without attribution of
payments due on redemption of any Bonds; or any transfer of funds
specific certificates to specific securities clearance accounts.
involved in the realisation or acquisition of investments or payments
due on redemptions of the Bonds cannot, in the opinion of the
5. Redemptions Directors, be effected at normal rates of exchange.
On each Dealing Day, the first Dealing Day being the first Business
Day in January 2005, the redemption price (paid in USD or EUR as
7. Directors
applicable) per Bond will be the Net Asset Value per Bond as at the
(a) The remuneration of the Directors will be determined from time to
close of business in Bermuda on the immediately preceding
time by the Company in a general meeting. The remuneration of
Valuation Day less any fee payable for redemption prior to the
the directors of each Trading Subsidiary will be determined from
Maturity Date and rounded to the nearest one hundredth of a cent
time to time by that Trading Subsidiary in a general meeting. The
(of USD or EUR as the case may be).
Directors and the directors of the Trading Subsidiaries may also
Any certificate as to the Net Asset Value, the Net Asset Value per
be paid, inter alia, for reasonable travelling, hotel and other
Bond and/or the redemption price per Bond that is given in good
expenses properly incurred by them in connection with the
faith by or on behalf of the Directors is binding on all parties.
business of the Company and/or the Trading Subsidiaries. Any
The payment due to a Bondholder in respect of a redemption of Director or director of the Trading Subsidiaries who devotes
Bonds shall be made, at that Bondholder’s expense and risk, by the special attention to the business of the Company and/or the
Bondholder Services Agent or the Company by bank transfer to the Trading Subsidiaries (as the case may be) may be paid such
Bondholder in accordance with the bank transfer instructions extra remuneration as the Directors may determine.
provided by that Bondholder to the Company (or, in the case of a
(b) A Director may hold any other office or place of profit under the
joint holding, the first named Bondholder). Payment of redemption
Company and/or the Trading Subsidiaries (other than the office
proceeds to Bondholders will usually be made within ten Business
of auditor) in conjunction with his office of Director and/or
Days after the date at which the calculation of the Net Asset Value
director of the Trading Subsidiaries (as the case may be) or may
per Bond applicable to that redemption is available to the
act in a professional capacity for the Company and/or the
Bondholder Services Agent.
Trading Subsidiaries on such terms as the Directors may
The Directors reserve the right to limit the aggregate of all determine. No Director shall be disqualified by his office from
redemptions in any Class on any Dealing Day to 15% of the Bonds contracting with the Company and/or the Trading Subsidiaries in
in that Class outstanding on the immediately preceding Valuation any capacity, nor shall any such contract or arrangement
Day. If redemption requests in excess of this are received these may entered into by the Company and/or the Trading Subsidiaries in
be scaled down pro rata and any balance carried forward to the next which any Director is in any way interested be liable to be
or subsequent Dealing Days. Notwithstanding the above, the avoided, nor shall any Director so contracting or being so
Directors reserve the right to meet all or part of redemption requests interested be liable to account to the Company and/or the
which would cause the aggregate of all redemptions for a Class on Trading Subsidiaries for any profit realised by any such contract
any one Dealing Day to exceed 15% of the Net Asset Value of that or arrangement by reason of such Director holding that office if
Class by a redemption in specie. he shall declare the nature of his interest. However, with certain
In case of final redemption payments after the Maturity Date, the limited exceptions, in the case of obligations incurred on behalf
Company intends (subject to the terms of the Guarantees) to effect of the Company and/or the Trading Subsidiaries, and of
such payments within 28 days after the Maturity Date. proposals concerning other companies in which he has a
beneficial interest of at least 1%, a Director shall not vote and
6. Suspension of valuations shall not be counted in the quorum in respect of any contract or
arrangement in which he is so interested, and if he shall vote, his
The Directors may suspend the determination of the Net Asset Value
vote shall not be counted, unless he has declared the nature of
per Bond and/or the redemption of Bonds for the whole or any part
his interest at the first opportunity at a meeting of the Directors
of a period during which: any exchange or market on which any
or in writing to the Directors and no other Director objects to the
significant portion of the investments comprised in the relevant
interested Director voting on such arrangement.
(c) Any Director, notwithstanding his interest, may be counted in the managers may also be, indirectly or directly, owned, in part or in
quorum present at any meeting at which he or any other Director whole, by the Man Group.
is appointed to hold any such office or place of profit with the Mr Bodman is managing director of Man Fund Management
Company and/or the Trading Subsidiaries or at which the terms (Guernsey) Limited and Mr Walley is a director of the Bondholder
of any such appointment are arranged, and he may vote on any Services Agent. The Bondholder Services Agent (and companies
such appointment or arrangement other than his own affiliated thereto) will receive, directly or indirectly, fees in respect
appointment or the arrangement of terms thereof. of valuation services provided, commissions for the provision of
(d) There is no provision in the Bye-laws of the Company or the brokerage services, advisory, management, custodian and registrar
Trading Subsidiaries requiring a Director or director of the fees from the Company and/or the Trading Subsidiaries and/or
Trading Subsidiaries to retire by reason of any age limit and possibly an indemnity fee from the Lender, and will, from time to
there is no share qualification for Directors or directors of the time, make loans bearing commercial rates of interest to the
Trading Subsidiaries. Trading Subsidiaries.
Mr Collins is a director of Albany Management Company Limited
8. Restrictions on Bondholders (which is an owner of 75% of the ordinary shares of the Company).
Mr Collis, Mr Whaley and Ms Griffiths are partners of Conyers Dill &
The Directors have power to impose such restrictions as they may
Pearman which receives fees as legal adviser to the Company and
think necessary for the purpose of ensuring that no Bonds are
the Trading Subsidiaries. Mr Healy is an officer and director, and
acquired or held by a Non-qualified Person. If it comes to the notice
Mr Lawless and Mr Caton are both employees of BISYS Hedge Fund
of the Directors that any Bonds are held by a Non-qualified Person,
Services Limited which receives fees in its capacity as Registrar and
the Directors may give notice to such person requiring the
as Guarantee Claims Agent. The Directors may receive remuneration
redemption or transfer of such Bonds in accordance with the
as provided in the Bye-laws and this Prospectus.
provisions of the relevant Instrument. A person who becomes aware
that he is holding or owning Bonds in breach of any such restriction
is required either to deliver to the Company a written request for 13. Material Contracts
redemption of those Bonds in accordance with the relevant The following contracts (not being contracts in the ordinary course
Instrument or to transfer the same to a person who would not of business) have been, are to be or may be entered into by the
thereby be a Non-qualified Person. Company and/or the Trading Subsidiaries and are, or may be,
material (certain of which will be entered in respect of each Class):
9. Indemnities (a) the shareholders’ undertakings, dated on or about the date of this
The Bye-laws of the Company and the Trading Subsidiaries contain Prospectus, pursuant to which the holders of the ordinary shares
indemnities in favour of the Directors, the directors of the Trading in the Company have, inter alia, agreed irrevocably to waive their
Subsidiaries, the secretary and other officers and servants for the entitlement to any amounts which exceed the paid up par value of
time being of the Company and the Trading Subsidiaries, their ordinary shares and have authorised and instructed the
respectively. In addition, certain of the Material Contracts referred to Company to credit any such amounts to the relevant Bond
in section 13 below contain provisions under which the Company Account for the benefit of the relevant Bondholders;
and the Trading Subsidiaries indemnify the other parties thereto. (b) the Investment Management and Advisory Agreements,
The Company has granted indemnities in favour of the Bank under pursuant to which (i) the Investment Manager has agreed to
the Guarantee Facility Agreements. The Trading Subsidiaries are provide investment management advice, trading advice and risk
likely to grant an indemnity in favour of the Lender under any management services to the Trading Subsidiaries; (ii) the
Credit Facility. Investment Adviser has agreed to provide investment advice;
and (iii) the Marketing Adviser has agreed to provide marketing,
liquidity, administration and other services to the Company;
10. Commission
(c) the Broker Agreements, pursuant to which the Broker has been
Save as disclosed in this Prospectus, no commission, discounts,
appointed as futures and currency broker of the Trading
brokerage or other special terms have been granted by the
Subsidiaries and Man Investments AG has been appointed as
Company in connection with the issue or sale of any Bonds.
Introducing Broker;
(d) the redemption fee agreements between the Company and the
11. Minimum amount
Marketing Adviser, dated on or about the date of this
The minimum amount which in the opinion of the Directors must be Prospectus, pursuant to which the Company has agreed, in
raised by the end of the Offer Period in respect of the USD-Class consideration of certain marketing related expenses incurred by
Bonds is USD 10 million and in respect of the EUR-Class Bonds is the Marketing Adviser on behalf of the Company, to pay to the
EUR 10 million. Marketing Adviser a fee for redemption of Bonds;
(e) the valuation services agreements between the Company and the
12. Directors’ interests Valuations Agent, dated on or about the date of this Prospectus,
No Director has any interest in the Bonds. Man Investments is pursuant to which the Valuations Agent has been appointed to
indirectly wholly owned by the Man Group. The hedge fund provide certain valuation services in relation to the Bonds;

(f) the Guarantee Facility Agreements pursuant to which the Bank Bank, to consider releasing the Eligible Collateral secured under the
has agreed, subject to the terms and conditions thereof, to relevant Security Agreement. A circumstance in which the Directors
provide the Guarantees; might consider that such a proposal would, if implemented, be in
(g) the Secretarial and Registrar Agreement pursuant to which the the interest of the Bondholders includes where it would be
Registrar has been appointed as registrar to the Company and advantageous to have recourse to the assets of the Company
has agreed to appoint a secretary and provide other corporate secured in favour of the Bank under the relevant Security Agreement
administrative services to the Company; in order to reduce the size of the loan. For the avoidance of doubt,
the Bank shall have absolute discretion to reject any such proposal
(h) the Guarantee Claims Deeds pursuant to which the Registrar
from the Company. Any such arrangements will be structured so as
has been appointed as agent and trustee of the Bondholders in
to ensure that the terms of the Guarantees shall not be revised to the
relation to any claim to be made under, or payments received
detriment of the Bondholders.
under, the Guarantees;
(i) the Security and Pledge Agreement in respect of the USD-Class
Bonds which, in certain circumstances, will be entered into 15. Consent
between the Company and the Bank and pursuant to which the The Auditors have accepted their appointment as auditors of the
Company would pledge to the Bank its rights over certain assets; Company and have given and have not withdrawn their written
(j) the Collateral Agreement in respect of the USD-Class Bonds consent to the inclusion in this Prospectus of the statement referring
which, in certain circumstances, will be entered into between to such acceptance and the references to them in the form and
the Company, the Bank and any security custodian pursuant to context in which they are included.
which the security custodian would agree to provide various
services in respect of Eligible Collateral in the form of United 16. Meetings and reporting
States of America Treasury USD denominated zero coupon
The financial year end of the Company and each of the Trading
bonds pledged pursuant to the Security and Pledge Agreement;
Subsidiaries is 31 March in each year. The first financial statements
(k) the Charge Agreements between the Company and the Bank, will be made up to 31 March 2005. Bondholders will be sent copies
dated on or about the date of this Prospectus, in respect of each of the audited financial statements prior to the annual general
of the USD-Class Bonds and the EUR-Class Bonds, pursuant to meeting in each year within six months of the financial year end.
which the Company charges to the Bank its rights over monies A monthly statement of the Net Asset Value of the respective Bond
held in specified accounts of the Bank; Accounts, the number of Bonds in issue, the Net Asset Value per
(l) the charge agreements relating to the charges in favour of the Bond and a report on the Trading Subsidiaries’ trading activities in
Trading Subsidiaries, between the Trading Subsidiaries, the respect of the Hedge Fund Styles during the preceding month will
Swap Counterparty, BNP Paribas Arbitrage SNC and the entity be made available to Bondholders. The Company reserves the right
which acts as registrar in relation to the assets which are the to make these reports and notices available in electronic form on the
subject of the charges; website of Man Investments and only distribute such reports and
(m) the charge agreements between the Trading Subsidiaries and notices upon specific request.
the Bank pursuant to which each Trading Subsidiary will charge The Company’s annual general meetings will usually be held in
in favour of the Bank certain of its rights under the relevant Swap Bermuda, normally during September or October of each calendar
Transaction by way of security for the obligations of the year or such other date as the Directors may determine. Notices
Company set out in such charge agreement; convening each annual general meeting will be sent to Bondholders
(n) the paying and transfer agency agreement between the together with the financial statements and reports not later than
Company, the Paying and Transfer Agent and the Registrar, 21 days before the date fixed for the meeting. Bondholders are
dated on or about the date of this Prospectus and the settlement entitled to receive notice of, and to attend, annual general meetings
and paying and transfer agency agreement between the but are not entitled to vote thereat.
Company, the Paying and Transfer Agent and the Bondholder
Services Agent, pursuant to which the Paying and Transfer 17. Litigation
Agent has been appointed in relation to the Bonds; and
Neither the Company nor any of the Trading Subsidiaries are
(o) the swap transactions documented under the 1992 ISDA engaged in any litigation or arbitration proceedings and neither is
Master Agreement with the Schedules and Confirmations aware of any litigation pending or threatened by or against it.
thereto which may be entered into by the Trading Subsidiaries
and the Swap Counterparty.
18. Inspection of documents
A copy of each of the following documents will be available for
14. Security Funds
inspection at any time during normal business hours on any day
In certain circumstances, following any implementation of the (excluding Saturdays, Sundays and public holidays in Bermuda)
Eligible Collateral arrangements, and if the Directors consider that free of charge at the offices of the Company in Bermuda:
it is in the interest of the Bondholders, the Company may ask the
(a) the Act;
Bank to consider accepting some form of commitment as security
(b) the Memorandum of Association of the Company and each of
for the Company’s obligations under the Guarantee Facility
the Trading Subsidiaries, the Bye-laws and the Instruments;
Agreements and, if such form of commitment is acceptable to the
(c) the Material Contracts; Control Act 1972 of Bermuda and regulations made there under.
(d) the Auditors’ statement referred to above; The Company and the Trading Subsidiaries, by virtue of being
(e) the written consent of the Auditors attached above; and non-resident in Bermuda for exchange control purposes, are free
to acquire, hold and sell any foreign currency and investments
(f) the prospectuses and offering documents relating to the direct
without restriction.
investments of the Trading Subsidiaries.
22. Listing
19. Change in financial position
In the event that an application is made to list the Bonds on a
There has been no significant change in the financial position of the
Recognised Investment Exchange, to the extend necessary
Company since the date of incorporation of the Company.
pursuant to the applicable regulations of the relevant jurisdiction, a
legal notice relating to the issue of the Bonds and copies of the
20. Taxation Memorandum of Association and Bye-laws of the Company and the
Potential investors should appreciate that as a result of changing Trading Subsidiaries will be deposited with the appropriate person
law or practice, or unfulfilled expectations as to how the Bonds, the pursuant to such regulations where such documents will be
Company or investors will be regarded by revenue authorities in available for inspection and copies may be obtained.
different jurisdictions, taxation consequences for investors may
vary. All Applicants should consult their professional advisers on the
possible tax consequences of their subscribing for, purchasing,
holding, selling or redeeming Bonds under the laws of their
countries of citizenship, residence, ordinary residence or domicile.
The following comments are based on advice received by the Directors
regarding current law and practice in Bermuda and are intended to
assist Applicants but should not be considered comprehensive and
should not be relied upon by Applicants or by Bondholders.
The Company and the Trading Subsidiaries have each obtained
from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act, 1966, as amended, an
undertaking that, in the event of there being enacted in Bermuda
any legislation imposing tax computed on profits or income, or
computed on any capital assets, gain or appreciation or any tax in
the nature of estate duty or inheritance tax, such tax shall not until
28 March 2016 be applicable to the Company and the Trading
Subsidiaries or to any of their operations or to the shares,
debentures or other obligations of the Company and the Trading
Subsidiaries, except in so far as such tax applies to persons
ordinarily resident in Bermuda and holding such shares, debentures
or other obligations of the Company and the Trading Subsidiaries or
any land leased or let to the Company and the Trading Subsidiaries.
As exempted companies, the Company and the Trading Subsidiaries
are each liable to pay the Bermuda Government a fixed registration
fee currently at rates between USD 1,780 and USD 27,825 per
annum, calculated by reference to the assessable capital (authorised
share capital and share premium) of the Company and the Trading
Subsidiaries respectively. Based on the current assessable capital
of the Company and the Trading Subsidiaries, the fixed registration
fee payable is USD 1,780 in respect of each entity.
21. Exchange control

The Company has been classified as non-resident of Bermuda for
exchange control purposes by the Bermuda Monetary Authority,
whose permission for the issue of Bonds has been obtained. The
transfer of Bonds (or any of them) between persons regarded as
resident or non-resident of Bermuda for exchange control purposes
and the issue and redemption of any Bonds to or by such persons
may be effected without specific consent under the Exchange

Appendix 3
Deed of Guarantee, ‘Calculation Date’ means any Business Day in the period
USD-Class Bonds from and including the Issue Date up to and including the
Maturity Date;
THIS DEED OF GUARANTEE is made by way of deed poll on
the day of 2004 by BNP Paribas S.A., of ‘Change in Law’ means, in each case after the date of this
16, Boulevard Des Italiens, 75009 Paris, France as guarantor Deed of Guarantee:
(the ‘Bank’). (a) an introduction or variation of any law, regulation or
NOW THIS DEED OF GUARANTEE is made by way of deed official directive, ruling, request, notice, guideline,
poll for the benefit of the Bondholders and the benefit of this statement of policy, practice statement or official
Deed of Guarantee shall enure to the benefit of each of the proposal by any central bank, tax, fiscal, local,
Bondholders, subject as provided in this Deed of Guarantee, international, national, monetary or other competent
and witnesses as follows: authority or Agency (whether or not having the force of
law but in respect of which compliance by banks or
other financial institutions in the relevant jurisdiction is
1. INTERPRETATION generally customary); or
1.1 In this Deed of Guarantee: (b) a change in any interpretation of, or an introduction or
‘Additional Amount’ means, at any given time, in relation making of any new or further interpretation of, any law,
to each Bond then outstanding, the amount (if any) in USD regulation or official directive, ruling, request, notice,
most recently certified in writing by the Bank pursuant to guideline, statement of policy, practice statement or
clause 9.2.2 or clause 9.4.2 (as the case may be) of the official proposal by any court, tribunal, revenue,
Guarantee Facility Agreement as being the amount which is international, national, fiscal or other competent
guaranteed by the Bank (subject to the terms of this Deed authority or Agency; or
of Guarantee) in excess of the Face Value; (c) a new or different request or direction (in either case
‘Affiliate’ means, in relation to a company, any holding whether or not having the force of law but in respect of
company or a subsidiary of that company, or a subsidiary which compliance by banks or other financial
of any such holding company and ‘Affiliates’ shall be institutions in the relevant jurisdiction is generally
construed accordingly; customary) issued by any central bank, tax, fiscal,
‘Agency’ means any state, country or government or local, international, national, monetary or other
any governmental, quasi-governmental or judicial entity competent authority or Agency;
or authority; ‘Charge Agreement’ means the charge agreement
‘Aggregate Additional Amount’ means at any given time entered into in respect of the Secured Cash Account and
an amount in USD equal to the Additional Amount (if any) dated on or about the date hereof between the Company
multiplied by the number of Bonds then outstanding; and the Bank;
‘Aggregate Face Value’ means at any given time an ‘Collateral Account’ means an account or accounts (if
amount in USD equal to the Face Value multiplied by the any) to be established for the purposes of holding Eligible
number of Bonds then outstanding; Collateral secured in favour of the Bank pursuant to the
‘Bondholder’ means a person entered as a holder of Security and Pledge Agreement, which shall be identified in
Bonds in the Company's register of Bondholders the Collateral Agreement (if applicable);
maintained by the Registrar (or its nominee) and ‘Collateral Agreement’ means the collateral agreement in
‘Bondholders’ shall be construed accordingly; respect of the Collateral Account to be entered into
‘Bonds’ means the USD 1 redeemable structured between the Company, the Bank and the Security
guaranteed bonds without coupon offered for subscription Custodian, in the circumstances set out in clause 3.3.2 of
by the Company in accordance with the terms of the the Guarantee Facility Agreement and substantially in the
Prospectus and constituted and issued or to be issued by form set out in Schedule 14 thereto;
the Company pursuant to the terms of the Instrument, and ‘Collateralisation Event’ has the meaning given to it in the
‘Bond’ shall be construed accordingly; Guarantee Facility Agreement;
‘Business Day’ means a day (other than a Saturday or ‘Company’ means Man RMF Multi-Style Series 2 Ltd, a
Sunday) on which banks and foreign exchange markets are company incorporated with limited liability in Bermuda
open for business in Bermuda, Dublin, London, New York under the Companies Act 1981 of Bermuda, whose
and Zurich or such other days as the Directors shall from registered office is at Hemisphere House, 9 Church Street,
time to time determine, and ‘Business Days’ shall be Hamilton HM 11, Bermuda;
construed accordingly;

‘Directors’ means the directors (or any alternate director) Deed of Guarantee whereby the Bonds are constituted and
of the Company from time to time or any duly authorised pursuant to which they are issued or are to be issued;
committee thereof, and ‘Director’ shall be construed ‘Issue Date’ means the date the Bonds are issued
accordingly; pursuant to the Instrument;
‘Eligible Collateral’ means United States of America ‘Maturity Date’ means 31 July 2017 or, if such date is not a
Treasury USD denominated zero coupon bonds or USD Business Day, the next succeeding Business Day;
cash deposits deposited with the Bank or, with the prior
‘Maturity Notice of Redemption’ means a notice, in
written consent of the Bank, other similar securities or
respect of Bonds outstanding and to be redeemed on the
instruments which are denominated exclusively in USD
Maturity Date, given by the Company to the Bank pursuant
(including, without limitation, unsubordinated securities
to paragraph 1.1 of Part 1 of Schedule 2 to the Security and
issued by the Bank and any right, claim or interest under
Pledge Agreement or paragraph 1.1 of Part 1 of Schedule 2
any swap entered into by the Bank), in each case maturing
to the Charge Agreement (as applicable);
on or before the Maturity Date or such other assets as
‘Notice of Redemption/Reduction’ has the meaning
agreed in writing between the Company and the Bank
given to it in the Guarantee Facility Agreement;
(for the avoidance of doubt, the Swap (as defined in the
Guarantee Facility Agreement) shall not constitute Eligible ‘Offer Period’ means the period of the offer for
Collateral for the purposes of this definition); subscription of the Bonds commencing on 23 August 2004
and ending on 4 October 2004 unless extended by the
‘Encumbrance’ means any mortgage, charge, pledge,
Directors of the Company with the prior written consent of
lien or other encumbrance securing any obligation of any
the Bank (such consent not to be unreasonably withheld,
person, any arrangement under which money or claims to
delayed or made subject to conditions and to be in the form
it, or the benefit of a bank or other account, may be
set out in Schedule 8 to the Guarantee Facility Agreement);
applied, set-off or made subject to a combination of
accounts so as to effect payment of sums owed or payable ‘Pricing Model’ has the meaning given to it in the
to any person or any other type of preferential arrangement Guarantee Facility Agreement;
(including, without limitation, title transfer and retention ‘Prospectus’ means the prospectus to be issued on or
arrangements) having a similar effect; about the date of this Deed of Guarantee relating to the
‘Face Value’ means the principal face value of USD 1 at offering of the Bonds, including its appendices;
which each Bond is offered for subscription by the Company; ‘Registrar’ means BISYS Hedge Fund Services Limited of
‘Guarantee Claims Agent’ means the Registrar acting in Hemisphere House, 9 Church Street, Hamilton HM 11,
its capacity as guarantee claims agent pursuant to its Bermuda or such other party as is appointed registrar by
obligations under the Guarantee Claims Deed or such other the Company from time to time with the prior written
person as may be duly appointed as guarantee claims consent of the Bank (such consent not to be unreasonably
agent with the prior written consent of the Bank (such withheld, delayed or made subject to conditions);
consent not to be unreasonably withheld, delayed or made ‘Secured Cash Account’ has the meaning given to it in the
subject to conditions); Charge Agreement;
‘Guarantee Claims Deed’ means the guarantee claims ‘Security Agreements’ means (as applicable) the
deed in respect of the Bonds dated on or before the date of Collateral Agreement, the Charge Agreement and the
this Deed of Guarantee between the Company, the Bank Security and Pledge Agreement;
and the Guarantee Claims Agent; ‘Security and Pledge Agreement’ means the security and
‘Guarantee Documents’ means the Guarantee Facility pledge agreement in respect of the Bonds to be entered
Agreement, this Deed of Guarantee, the Security and into between the Company and the Bank in the
Pledge Agreement, the Collateral Agreement, the Charge circumstances set out in clause 3.3.2 of the Guarantee
Agreement and the Guarantee Claims Deed; Facility Agreement and substantially in the form set out in
‘Guarantee Facility Agreement’ means the guarantee Schedule 15 thereto;
facility agreement in respect of the Bonds dated on or ‘Security Custodian’ means such entity as is appointed by
before the date of this Deed of Guarantee between the the Bank as security custodian from time to time in respect
Company, the Trading Subsidiary and the Bank; of the Collateral Account with the prior written consent of
‘Guaranteed Amount’ means in relation to each Bond the Company (such consent not to be unreasonably
outstanding and to be redeemed on the Maturity Date, an withheld, delayed or made subject to conditions);
amount in USD equal to the aggregate of (i) the Face Value; ‘Security Fund’ means the Collateral Account or the
and (ii) any Additional Amount; Secured Cash Account (as applicable) and any and all
‘Instrument’ means the instrument entered into by the Eligible Collateral and cash proceeds held from time to time
Company by deed poll dated on or before the date of this by the Security Custodian or the Bank (as applicable) in

such account pursuant to the terms of the relevant Security 1.2.2 a ‘Clause’ shall be construed as a reference to a
Agreement or by such other party on terms and conditions clause of this Deed of Guarantee and ‘Clauses’ shall
as agreed between the Bank and the Company; be construed accordingly;
‘Security Release Proceeds’ means, upon and following 1.2.3 a time of day (unless otherwise specified) shall be
the occurrence of a Collateralisation Event, in relation to construed as a reference to London time; and
any Bond which is the subject of a Notice of 1.2.4 ‘USD’ means the currency for the time being of the
Redemption/Reduction or a Maturity Notice of United States of America.
Redemption, that part of the Security Fund attributable to
1.3 Headings are for ease of reference only and do not affect
such Bond released from the security constituted by the
the interpretation of this Deed of Guarantee.
Security and Pledge Agreement or the Charge Agreement
(as applicable) and paid by the Bank, as instructed by the
Company, in the relevant Notice of Redemption/Reduction 2. GUARANTEE
or Maturity Notice of Redemption, as calculated and more 2.1 Subject to the terms and conditions of this Deed of
particularly set out in the Security and Pledge Agreement or Guarantee, the Bank hereby irrevocably guarantees without
the Charge Agreement (as applicable); set-off or counter-claim (other than pursuant to Clause 5) with
‘Swap Counterparty’ means BNP Paribas S.A.; effect from the Issue Date until and including the Maturity
Date, the due and punctual payment by the Company to each
‘Swap Proceeds’ has the meaning given to it in the
Bondholder of an amount equal to the Guaranteed Amount,
Guarantee Facility Agreement;
provided that the Bank's maximum liability under this Deed
‘Tax’ means any present or future tax, levy, impost, duty,
of Guarantee shall not, without the Bank's prior written
deduction, withholding or other charge of a similar nature
agreement, exceed the aggregate of (i) the Aggregate Face
which is levied or imposed by any Agency in any
Value; and (ii) any Aggregate Additional Amount.
jurisdiction (including, without limitation, any penalty
2.2 Any demand made under the guarantee constituted by
payable in connection with any failure to pay or any delay in
Clause 2.1 shall be made within the time limit set out in
paying any of the same, but excluding tax on the Bank in
clause 5.1 of the Guarantee Claims Deed (or clause 6.2 of
respect of its overall net income and profits);
the Guarantee Claims Deed, if applicable).
‘Tax Credit’ means a credit against, relief or remission for,
2.3 In no circumstances shall the Bank be under any obligation
or repayment of any Tax;
to make payment under the guarantee constituted by
‘Tax Deduction’ means a deduction or withholding for or
Clause 2.1 in respect of any Bonds which have been
on account of Tax from a payment under this Deed of
redeemed at any time prior to the Maturity Date.
Guarantee;
2.4 Save as provided in Clauses 2.2, 2.3, 3, 4 and 5.1 of this
‘Trading Subsidiary’ means Man RMF Multi-Style Series 2
Deed of Guarantee and in clauses 4.4, 5.1, 5.4 and 6.2 of
USD Trading Ltd; and
the Guarantee Claims Deed, the obligations of the Bank
‘Value of the Security Fund’ means, on any Calculation under Clause 2.1 will not be affected by an act, omission,
Date, the amount certified by the Bank (acting reasonably matter or thing which, but for this Clause 2.4, would
and in good faith) to be the maturity value of the Security reduce, release or prejudice any of its obligations under
Fund determined, as regards Eligible Collateral in the form Clause 2.1 (without limitation and whether or not known to
of USD cash deposits, in accordance with the Pricing it or the Guarantee Claims Agent) including:
Model and otherwise in accordance with any future value
(a) any time, waiver or consent granted to, or
pricing model agreed between the Company and the Bank
composition with, the Company or the Bank;
from time to time or, in the absence of such agreement,
(b) the release of the Company under the terms of any
with applicable industry convention in respect of the
composition or arrangement with any creditor of
Eligible Collateral with reference to the maturity values for
the Company;
assets of a similar nature (for the avoidance of doubt, at all
times prior to the occurrence of a Collateralisation Event, (c) the taking, variation, compromise, exchange, renewal
the Value of the Security Fund will be zero). or release of, or refusal or neglect to perfect, take up
or enforce, any rights against, or security over assets
1.2 Save where the contrary is indicated, any reference in this
of, the Company or the Bank or any non-presentation
Deed of Guarantee to:
or non-observance of any formality or other
1.2.1 ‘Deed of Guarantee’ or any other document shall be
requirement in respect of any instrument or any failure
construed as a reference to this Deed of Guarantee
to realise the full value of any security;
or, as the case may be, such other document as the
(d) any incapacity or lack of power, authority or legal
same may from time to time be, amended, varied or
personality of or dissolution or change in the members
supplemented;
or status of the Company or the Bank;

(e) any amendment (however fundamental) or 3.4.4 the extent to which it is unlawful for the Bank to
replacement of a Guarantee Document or any other remain under any (or any further) obligations under
document or security; this Deed of Guarantee in respect of the guarantee
(f) any unenforceability, illegality or invalidity of any constituted by Clause 2.1 or to remain a secured
obligation of any party under any Guarantee party in relation to the Security Fund,
Document or any other document or security; or in each case, such extent being determined as at the date
(g) any insolvency or similar proceedings. that the Bank makes payment under Clause 2.1 (or, if
earlier, the latest date provided for such payment under the
2.5 The Bank waives any right it may have of first requiring the
Guarantee Claims Deed), and shall be cancelled and
Guarantee Claims Agent to proceed against or enforce any
reduced to zero in respect of any Bonds which are the
other rights or security or claim payment from any person
subject of a Notice of Redemption/Reduction or a Maturity
before claiming from the Bank under the guarantee
Notice of Redemption in respect of which either (i) upon
constituted by Clause 2.1 in the manner contemplated by
and following the occurrence of a Collateralisation Event,
the Guarantee Claims Deed. This waiver applies
the relevant Security Release Proceeds have been paid by
irrespective of any law or any provision of a Guarantee
the Bank to the account specified in accordance with such
Document to the contrary.
Notice of Redemption/Reduction or Maturity Notice of
Redemption (as applicable); or (ii) at any time prior to the
3. EXTENT OF GUARANTEE occurrence of a Collateralisation Event the relevant Swap
3.1 Subject to clause 6 of the Guarantee Claims Deed, a demand Proceeds have been paid by the Swap Counterparty to the
under this Deed of Guarantee may only be made pursuant to account specified in accordance with such Notice of
the Guarantee Claims Deed by the Guarantee Claims Agent Redemption/Reduction. The Bank shall be entitled to rely
on behalf of the Bondholders and by no other person. for these purposes on a Notice of Redemption/Reduction
3.2 Each and every payment made by the Bank under the or Maturity Notice of Redemption (as applicable) received
guarantee constituted by Clause 2.1 shall discharge, pro from the Company and/or the Trading Subsidiary (as
tanto, the Bank’s obligations under such guarantee applicable) without further investigation or enquiry and to
provided that each such payment is made to the Guarantee treat the contents of such Notice of Redemption/Reduction
Claims Account (as defined in and in accordance with or Maturity Notice of Redemption (as applicable) as
clause 5.1.2 of the Guarantee Claims Deed) or to such conclusive.
account(s) as may be designated for such purposes in 3.5 For the purposes of Clause 3.5.3, a Change in Law shall be
accordance with any mechanism established pursuant to deemed to reduce the Value of the Security Fund if the
clause 6.1 of the Guarantee Claims Deed. Change in Law reduces the amount which the Bank is or
3.3 The liability of the Bank under Clause 2.1 shall be reduced would be able to recover in enforcing, in each case to the
proportionately to the extent of any failure by the Company fullest extent, the provisions of the Guarantee Facility
to satisfy its obligations (if any) to deliver Eligible Collateral Agreement and/or (as applicable) the Security and Pledge
under clause 3.3.2 of the Guarantee Facility Agreement. Agreement or the Charge Agreement in relation to the
Security Fund.
3.4 The liability of the Bank shall, in respect of the guarantee
constituted by Clause 2.1, be reduced proportionately to: 3.6 For the purposes of Clause 3.5.3, the amount of the
reduction in the Value of the Security Fund caused by a
3.4.1 the extent of any reduction in the Value of the
Change in Law shall be deemed to be:
Security Fund arising as a result of the imposition or
proper payment of any Tax; 3.6.1 if, as a consequence of such Change in Law, the
Bank is unable to enforce the provisions of the
3.4.2 the extent of any reduction in the Value of the
Guarantee Facility Agreement and/or (as applicable)
Security Fund arising as a result of the creation,
the Security and Pledge Agreement or the Charge
imposition or assertion of any Encumbrance or other
Agreement in their entirety in respect of its liability
attachment (other than one imposed by the Bank or
under the guarantee constituted by Clause 2.1, such
any of its Affiliates) over the Security Fund, in
amount as reduces the Value of the Security Fund to
circumstances where the person with the benefit of
zero; and
such Encumbrance or other attachment has
recourse to the Security Fund in priority to or pari 3.6.2 in all other cases where the Bank elects to determine
passu with the Bank; prior to the taking of any enforcement action the
amount which it will in fact be able to recover upon
3.4.3 the extent of any deemed reduction in the Value of
enforcement of the provisions of the Guarantee
the Security Fund caused by any Change in Law, the
Facility Agreement and/or (as applicable) the
amount of such reduction being determined in
Security and Pledge Agreement or the Charge
accordance with Clauses 3.5 and 3.6; and/or

Agreement in respect of its liability under the circumstances shall the Bank be under any obligation to
guarantee constituted by Clause 2.1, the amount make any additional payment under this Deed of
equal to the difference between: Guarantee in respect of any such Tax Deduction.
(a) the amount which the Bank would have been 5.2 In the event of any deduction made by the Bank pursuant
able to recover upon enforcement of the to Clause 5.1, the Bank shall:
provisions of the Guarantee Facility Agreement 5.2.1 pay the amount of the Tax Deduction made pursuant
and/or (as applicable) the Security and Pledge to Clause 5.1 to the relevant taxation authority within
Agreement or the Charge Agreement in respect the period for payment permitted by applicable law;
of its liability under this Deed of Guarantee
5.2.2 furnish the Guarantee Claims Agent, as soon as
pursuant to Clause 2.1 but for such Change in
practicable, with an official receipt or other evidence
Law; and
of payment of the relevant amount to the relevant
(b) the amount which the Bank (acting reasonably) taxation authority; and
determines it will in fact be able to recover upon
5.2.3 use its reasonable endeavours to provide the
such enforcement in respect of its liability under
Guarantee Claims Agent with such information
the guarantee constituted by Clause 2.1,
relating to the payment as may assist in accessing
in each case if it were to pay the requisite moneys any Tax Credit as may be available to the recipient of
pursuant to such liability under the guarantee constituted the reduced payment.
by Clause 2.1.
3.7 Upon payment by the Company to any Bondholder of an
6. THIRD PARTY RIGHTS
amount equal to the sum of the Face Value and any
Other than the Guarantee Claims Agent (as agent for the
Additional Amount in respect of any Bond, the Bank shall
Bondholders), a person who is not a party to this Deed of
thereby be released from its obligations to pay any amount
Guarantee (other than a successor in title or a permitted
under this Deed of Guarantee in respect of that Bond,
assignee) has no rights under the Contracts (Rights of Third
notwithstanding any subsequent setting aside of that
Parties) Act 1999 to enforce any term of this Deed of Guarantee.
payment by the Company or any person acting on behalf of
the Company in respect of that amount paid or any
requirement that the Bondholder repay to the Company 7. GOVERNING LAW
any part of such amount paid for any reason whatsoever. The provisions of this Deed of Guarantee are governed by, and
shall be construed in accordance with the laws of England and
4. DISCHARGE Wales, and the courts of England shall have exclusive
jurisdiction to hear and determine any suit, action or proceeding,
4.1 Each Bondholder, in subscribing for Bonds, will thereby be
and to settle any disputes, which may arise out of or in
deemed to have confirmed to the Bank that the Bank:
connection with this Deed of Guarantee.
4.1.1 shall be released and discharged from its payment
obligations under this Deed of Guarantee upon
payment of the requisite amount, in respect of IN WITNESS WHEREOF the Bank has caused this Deed of
amounts payable under Clause 2.1, to the Guarantee Guarantee to be duly executed and delivered as a deed poll on
Claims Agent or directly to the relevant Bondholder its behalf, and it is hereby delivered on, the day and year first
in accordance with the terms of this Deed of above written and is intended to take effect by way of deed poll.
Guarantee and of the Guarantee Claims Deed; and
4.1.2 has no responsibility to oversee or supervise the EXECUTED AS A DEED POLL
Guarantee Claims Agent nor to ensure that the by BNP PARIBAS S.A.
Guarantee Claims Agent complies with the
guarantee claims mechanics set out in the
Guarantee Claims Deed.
5. WITHHOLDING TAXES
5.1 If under any applicable law the Bank is required to make
any payment under this Deed of Guarantee subject to a Tax
Deduction, then the Bank shall be entitled to deduct the
amount of such Tax Deduction from such payment so that
the person entitled to receive such payment shall receive
from the Bank an amount net of such Tax Deduction. In no

Deed of Guarantee, ‘Calculation Date’ means any Business Day in the period
EUR-Class Bonds from and including the Issue Date up to and including the
Maturity Date;
THIS DEED OF GUARANTEE is made by way of deed poll on
the day of 2004 by BNP Paribas S.A., of ‘Change in Law’ means, in each case after the date of this
16, Boulevard Des Italiens, 75009 Paris, France as guarantor Deed of Guarantee:
(the ‘Bank’). (a) an introduction or variation of any law, regulation or
NOW THIS DEED OF GUARANTEE is made by way of deed official directive, ruling, request, notice, guideline,
poll for the benefit of the Bondholders and the benefit of this statement of policy, practice statement or official
Deed of Guarantee shall enure to the benefit of each of the proposal by any central bank, tax, fiscal, local,
Bondholders, subject as provided in this Deed of Guarantee, international, national, monetary or other competent
and witnesses as follows: authority or Agency (whether or not having the force of
law but in respect of which compliance by banks or
other financial institutions in the relevant jurisdiction is
1. INTERPRETATION generally customary); or
1.1 In this Deed of Guarantee: (b) a change in any interpretation of, or an introduction or
‘Additional Amount’ means, at any given time, in relation making of any new or further interpretation of, any law,
to each Bond then outstanding, the amount (if any) in EUR regulation or official directive, ruling, request, notice,
most recently certified in writing by the Bank pursuant to guideline, statement of policy, practice statement or
clause 9.2.2 or clause 9.4.2 (as the case may be) of the official proposal by any court, tribunal, revenue,
Guarantee Facility Agreement as being the amount which is international, national, fiscal or other competent
guaranteed by the Bank (subject to the terms of this Deed authority or Agency; or
of Guarantee) in excess of the Face Value; (c) a new or different request or direction (in either case
‘Affiliate’ means, in relation to a company, any holding whether or not having the force of law but in respect of
company or a subsidiary of that company, or a subsidiary which compliance by banks or other financial
of any such holding company and ‘Affiliates’ shall be institutions in the relevant jurisdiction is generally
construed accordingly; customary) issued by any central bank, tax, fiscal,
‘Agency’ means any state, country or government or local, international, national, monetary or other
any governmental, quasi-governmental or judicial entity competent authority or Agency;
or authority; ‘Charge Agreement’ means the charge agreement
‘Aggregate Additional Amount’ means at any given time entered into in respect of the Secured Cash Account and
an amount in EUR equal to the Additional Amount (if any) dated on or about the date hereof between the Company
multiplied by the number of Bonds then outstanding; and the Bank;
‘Aggregate Face Value’ means at any given time an ‘Collateralisation Event’ has the meaning given to it in the
amount in EUR equal to the Face Value multiplied by the Guarantee Facility Agreement;
number of Bonds then outstanding; ‘Company’ means Man RMF Multi-Style Series 2 Ltd, a
‘Bondholder’ means a person entered as a holder of company incorporated with limited liability in Bermuda
Bonds in the Company's register of Bondholders under the Companies Act 1981 of Bermuda, whose
maintained by the Registrar (or its nominee) and registered office is at Hemisphere House, 9 Church Street,
‘Bondholders’ shall be construed accordingly; Hamilton HM 11, Bermuda;
‘Bonds’ means the EUR 1 redeemable structured ‘Directors’ means the directors (or any alternate director)
guaranteed bonds without coupon offered for subscription of the Company from time to time or any duly authorised
by the Company in accordance with the terms of the committee thereof, and ‘Director’ shall be construed
Prospectus and constituted and issued or to be issued by accordingly;
the Company pursuant to the terms of the Instrument, and ‘Eligible Collateral’ means cash deposits denominated
‘Bond’ shall be construed accordingly; exclusively in EUR or, with the prior written consent of the
‘Business Day’ means a day (other than a Saturday or Bank, unsubordinated EUR denominated zero coupon
Sunday) on which banks and foreign exchange markets are instruments issued by the Bank or an EU government (such
open for business in Bermuda, Dublin, London, New York government and instruments as are acceptable to the
and Zurich or such other days as the Directors shall from Bank) or other similar securities or instruments which are
time to time determine, and ‘Business Days’ shall be denominated exclusively in EUR (including, without
construed accordingly; limitation, deposits placed with the Bank, unsubordinated
securities issued by the Bank, and any right, claim or
interest under any swap entered into by the Bank) or such

other assets as agreed in writing between the Company and ‘Offer Period’ means the period of the offer for
the Bank (for the avoidance of doubt, the Swap (as defined subscription of the Bonds commencing on 23 August 2004
in the Guarantee Facility Agreement) shall not constitute and ending on 4 October 2004 unless extended by the
Eligible Collateral for the purposes of this definition); Directors of the Company with the prior written consent of
‘Encumbrance’ means any mortgage, charge, pledge, lien the Bank (such consent not to be unreasonably withheld,
or other encumbrance securing any obligation of any delayed or made subject to conditions and to be in the form
person, any arrangement under which money or claims to set out in Schedule 8 to the Guarantee Facility Agreement);
it, or the benefit of a bank or other account, may be ‘Pricing Model’ has the meaning given to it in the
applied, set-off or made subject to a combination of Guarantee Facility Agreement;
accounts so as to effect payment of sums owed or payable ‘Prospectus’ means the prospectus to be issued on or
to any person or any other type of preferential arrangement about the date of this Deed of Guarantee relating to the
(including, without limitation, title transfer and retention offering of the Bonds, including its appendices;
arrangements) having a similar effect;
‘Registrar’ means BISYS Hedge Fund Services Limited of
‘Face Value’ means the principal face value of EUR 1 at Hemisphere House, 9 Church Street, Hamilton HM 11,
which each Bond is offered for subscription by the Company; Bermuda or such other party as is appointed registrar by
‘Guarantee Claims Agent’ means the Registrar acting in the Company from time to time with the prior written
its capacity as guarantee claims agent pursuant to its consent of the Bank (such consent not to be unreasonably
obligations under the Guarantee Claims Deed or such other withheld, delayed or made subject to conditions);
person as may be duly appointed as guarantee claims ‘Secured Cash Account’ has the meaning given to it in the
agent with the prior written consent of the Bank (such Charge Agreement;
consent not to be unreasonably withheld, delayed or made
‘Security Fund’ means the Secured Cash Account and
subject to conditions);
any and all Eligible Collateral and cash proceeds held
‘Guarantee Claims Deed’ means the guarantee claims from time to time by the Bank in such account pursuant to
deed in respect of the Bonds dated on or before the date of the terms of the Charge Agreement or by such other party
this Deed of Guarantee between the Company, the Bank on terms and conditions as agreed between the Bank and
and the Guarantee Claims Agent; the Company;
‘Guarantee Documents’ means the Guarantee Facility ‘Security Release Proceeds’ means, upon and following
Agreement, this Deed of Guarantee, the Charge Agreement the occurrence of a Collateralisation Event, in relation to
and the Guarantee Claims Deed; any Bond which is the subject of a Notice of Redemption/
‘Guarantee Facility Agreement’ means the guarantee Reduction or a Maturity Notice of Redemption, that part of
facility agreement in respect of the Bonds dated on or the Security Fund attributable to such Bond released from
before the date of this Deed of Guarantee between the the security constituted by the Charge Agreement and paid
Company, the Trading Subsidiary and the Bank; by the Bank, as instructed by the Company, in the relevant
‘Guaranteed Amount’ means in relation to each Bond Notice of Redemption/Reduction or Maturity Notice of
outstanding and to be redeemed on the Maturity Date, an Redemption, as calculated and more particularly set out in
amount in EUR equal to the aggregate of (i) the Face Value; the Charge Agreement;
and (ii) any Additional Amount; ‘Swap Counterparty’ means BNP Paribas S.A.;
‘Instrument’ means the instrument entered into by the ‘Swap Proceeds’ has the meaning given to it in the
Company by deed poll dated on or before the date of this Guarantee Facility Agreement;
Deed of Guarantee whereby the Bonds are constituted and ‘Tax’ means any present or future tax, levy, impost, duty,
pursuant to which they are issued or are to be issued; deduction, withholding or other charge of a similar nature
‘Issue Date’ means the date the Bonds are issued which is levied or imposed by any Agency in any
pursuant to the Instrument; jurisdiction (including, without limitation, any penalty
‘Maturity Date’ means 31 July 2017 or, if such date is not a payable in connection with any failure to pay or any delay in
Business Day, the next succeeding Business Day; paying any of the same, but excluding tax on the Bank in
respect of its overall net income and profits);
‘Maturity Notice of Redemption’ means a notice, in
respect of Bonds outstanding and to be redeemed on ‘Tax Credit’ means a credit against, relief or remission for,
the Maturity Date, given by the Company to the Bank or repayment of any Tax;
pursuant to paragraph 1.1 of Part 1 of Schedule 2 to the ‘Tax Deduction’ means a deduction or withholding for or on
Charge Agreement; account of Tax from a payment under this Deed of Guarantee;
‘Notice of Redemption/Reduction’ has the meaning ‘Trading Subsidiary’ means Man RMF Multi-Style Series 2
given to it in the Guarantee Facility Agreement; Euro Trading Ltd; and

‘Value of the Security Fund’ means, on any Calculation the Guarantee Claims Deed, the obligations of the Bank
Date, the amount certified by the Bank (acting reasonably under Clause 2.1 will not be affected by an act, omission,
and in good faith) to be the maturity value of the Security matter or thing which, but for this Clause 2.4, would
Fund determined, as regards Eligible Collateral in the form reduce, release or prejudice any of its obligations under
of EUR cash deposits, in accordance with the Pricing Clause 2.1 (without limitation and whether or not known to
Model and otherwise in accordance with any future value it or the Guarantee Claims Agent) including:
pricing model agreed between the Company and the Bank (a) any time, waiver or consent granted to, or
from time to time or, in the absence of such agreement, composition with, the Company or the Bank;
with applicable industry convention in respect of the
(b) the release of the Company under the terms of any
Eligible Collateral with reference to the maturity values for
composition or arrangement with any creditor of
assets of a similar nature (for the avoidance of doubt, at all
the Company;
times prior to the occurrence of a Collateralisation Event,
(c) the taking, variation, compromise, exchange, renewal
the Value of the Security Fund will be zero).
or release of, or refusal or neglect to perfect, take up
1.2 Save where the contrary is indicated, any reference in this
or enforce, any rights against, or security over assets
Deed of Guarantee to:
of, the Company or the Bank or any non-presentation
1.2.1 ‘Deed of Guarantee’ or any other document shall be or non-observance of any formality or other
construed as a reference to this Deed of Guarantee requirement in respect of any instrument or any failure
or, as the case may be, such other document as the to realise the full value of any security;
same may from time to time be, amended, varied
(d) any incapacity or lack of power, authority or legal
or supplemented;
personality of or dissolution or change in the members
1.2.2 a ‘Clause’ shall be construed as a reference to a or status of the Company or the Bank;
clause of this Deed of Guarantee and ‘Clauses’ shall
(e) any amendment (however fundamental) or
be construed accordingly;
replacement of a Guarantee Document or any other
1.2.3 a time of day (unless otherwise specified) shall be document or security;
construed as a reference to London time; and
(f) any unenforceability, illegality or invalidity of any
1.2.4 ‘EUR’ means the currency for the time being of the obligation of any party under any Guarantee
European Union. Document or any other document or security; or
1.3 Headings are for ease of reference only and do not affect (g) any insolvency or similar proceedings.
the interpretation of this Deed of Guarantee.
2.5 The Bank waives any right it may have of first requiring the
Guarantee Claims Agent to proceed against or enforce any
2. GUARANTEE other rights or security or claim payment from any person
2.1 Subject to the terms and conditions of this Deed of before claiming from the Bank under the guarantee
Guarantee, the Bank hereby irrevocably guarantees constituted by Clause 2.1 in the manner contemplated by
without set-off or counter-claim (other than pursuant to the Guarantee Claims Deed. This waiver applies
Clause 5) with effect from the Issue Date until and including irrespective of any law or any provision of a Guarantee
the Maturity Date, the due and punctual payment by the Document to the contrary.
Company to each Bondholder of an amount equal to the
Guaranteed Amount, provided that the Bank’s maximum 3. EXTENT OF GUARANTEE
liability under this Deed of Guarantee shall not, without the
3.1 Subject to clause 6 of the Guarantee Claims Deed, a demand
Bank’s prior written agreement, exceed the aggregate of
under this Deed of Guarantee may only be made pursuant to
(i) the Aggregate Face Value; and (ii) any Aggregate
the Guarantee Claims Deed by the Guarantee Claims Agent
Additional Amount.
on behalf of the Bondholders and by no other person.
2.2 Any demand made under the guarantee constituted by
3.2 Each and every payment made by the Bank under the
Clause 2.1 shall be made within the time limit set out in
guarantee constituted by Clause 2.1 shall discharge, pro
clause 5.1 of the Guarantee Claims Deed (or clause 6.2 of
tanto, the Bank’s obligations under such guarantee provided
the Guarantee Claims Deed, if applicable).
that each such payment is made to the Guarantee Claims
2.3 In no circumstances shall the Bank be under any obligation Account (as defined in and in accordance with clause 5.1.2 of
to make payment under the guarantee constituted by the Guarantee Claims Deed) or to such account(s) as may be
Clause 2.1 in respect of any Bonds which have been designated for such purposes in accordance with any
redeemed at any time prior to the Maturity Date. mechanism established pursuant to clause 6.1 of the
2.4 Save as provided in Clauses 2.2, 2.3, 3, 4 and 5.1 of this Guarantee Claims Deed.
Deed of Guarantee and in clauses 4.4, 5.1, 5.4 and 6.2 of

3.3 The liability of the Bank under Clause 2.1 shall be reduced fullest extent, the provisions of the Guarantee Facility
proportionately to the extent of any failure by the Company to Agreement and/or the Charge Agreement in relation to the
satisfy its obligations (if any) to deliver Eligible Collateral under Security Fund.
clause 3.3.2 of the Guarantee Facility Agreement. 3.6 For the purposes of Clause 3.5.3, the amount of the
3.4 The liability of the Bank shall, in respect of the guarantee reduction in the Value of the Security Fund caused by a
constituted by Clause 2.1, be reduced proportionately to: Change in Law shall be deemed to be:
3.4.1 the extent of any reduction in the Value of the 3.6.1 if, as a consequence of such Change in Law, the
Security Fund arising as a result of the imposition or Bank is unable to enforce the provisions of the
proper payment of any Tax; Guarantee Facility Agreement and/or the Charge
3.4.2 the extent of any reduction in the Value of the Agreement in their entirety in respect of its liability
Security Fund arising as a result of the creation, under the guarantee constituted by Clause 2.1, such
imposition or assertion of any Encumbrance or other amount as reduces the Value of the Security Fund to
attachment (other than one imposed by the Bank or zero; and
any of its Affiliates) over the Security Fund, in 3.6.2 in all other cases where the Bank elects to determine
circumstances where the person with the benefit of prior to the taking of any enforcement action the
such Encumbrance or other attachment has amount which it will in fact be able to recover upon
recourse to the Security Fund in priority to or pari enforcement of the provisions of the Guarantee
passu with the Bank; Facility Agreement and/or the Charge Agreement in
3.4.3 the extent of any deemed reduction in the Value of respect of its liability under the guarantee
the Security Fund caused by any Change in Law, the constituted by Clause 2.1, the amount equal to the
amount of such reduction being determined in difference between:
accordance with Clauses 3.5 and 3.6; and/or (a) the amount which the Bank would have been
3.4.4 the extent to which it is unlawful for the Bank to able to recover upon enforcement of the
remain under any (or any further) obligations under provisions of the Guarantee Facility Agreement
this Deed of Guarantee in respect of the guarantee and/or the Charge Agreement in respect of its
constituted by Clause 2.1 or to remain a secured liability under this Deed of Guarantee pursuant to
party in relation to the Security Fund, Clause 2.1 but for such Change in Law; and
in each case, such extent being determined as at the date (b) the amount which the Bank (acting reasonably)
that the Bank makes payment under Clause 2.1 (or, if determines it will in fact be able to recover upon
earlier, the latest date provided for such payment under the such enforcement in respect of its liability under
Guarantee Claims Deed), and shall be cancelled and the guarantee constituted by Clause 2.1,
reduced to zero in respect of any Bonds which are the in each case if it were to pay the requisite moneys
subject of a Notice of Redemption/Reduction or a Maturity pursuant to such liability under the guarantee
Notice of Redemption in respect of which either (i) upon and constituted by Clause 2.1.
following the occurrence of a Collateralisation Event, the 3.7 Upon payment by the Company to any Bondholder of an
relevant Security Release Proceeds have been paid by the amount equal to the sum of the Face Value and any
Bank to the account specified in accordance with such Additional Amount in respect of any Bond, the Bank shall
Notice of Redemption/Reduction or Maturity Notice of thereby be released from its obligations to pay any amount
Redemption (as applicable); or (ii) at any time prior to the under this Deed of Guarantee in respect of that Bond,
occurrence of a Collateralisation Event the relevant Swap notwithstanding any subsequent setting aside of that
Proceeds have been paid by the Swap Counterparty to the payment by the Company or any person acting on behalf of
account specified in accordance with such Notice of the Company in respect of that amount paid or any
Redemption/Reduction. The Bank shall be entitled to rely for requirement that the Bondholder repay to the Company
these purposes on a Notice of Redemption/Reduction or any part of such amount paid for any reason whatsoever.
Maturity Notice of Redemption (as applicable) received from
the Company and/or the Trading Subsidiary (as applicable)
4. DISCHARGE
without further investigation or enquiry and to treat the
contents of such Notice of Redemption/Reduction or 4.1 Each Bondholder, in subscribing for Bonds, will thereby be
Maturity Notice of Redemption (as applicable) as conclusive. deemed to have confirmed to the Bank that the Bank:
3.5 For the purposes of Clause 3.5.3, a Change in Law shall be 4.1.1 shall be released and discharged from its payment
deemed to reduce the Value of the Security Fund if the obligations under this Deed of Guarantee upon
Change in Law reduces the amount which the Bank is or payment of the requisite amount, in respect of
would be able to recover in enforcing, in each case to the amounts payable under Clause 2.1, to the Guarantee

Claims Agent or directly to the relevant Bondholder IN WITNESS WHEREOF the Bank has caused this Deed of
in accordance with the terms of this Deed of Guarantee to be duly executed and delivered as a deed poll on
Guarantee and of the Guarantee Claims Deed; and its behalf, and it is hereby delivered on, the day and year first
4.1.2 has no responsibility to oversee or supervise the above written and is intended to take effect by way of deed poll.
Guarantee Claims Agent nor to ensure that the
Guarantee Claims Agent complies with the EXECUTED AS A DEED POLL
guarantee claims mechanics set out in the
by BNP PARIBAS S.A.
Guarantee Claims Deed.
5. WITHHOLDING TAXES
5.1 If under any applicable law the Bank is required to make
any payment under this Deed of Guarantee subject to a Tax
Deduction, then the Bank shall be entitled to deduct the
amount of such Tax Deduction from such payment so that
the person entitled to receive such payment shall receive
from the Bank an amount net of such Tax Deduction. In no
circumstances shall the Bank be under any obligation to
make any additional payment under this Deed of
Guarantee in respect of any such Tax Deduction.
5.2 In the event of any deduction made by the Bank pursuant
to Clause 5.1, the Bank shall:
5.2.1 pay the amount of the Tax Deduction made pursuant
to Clause 5.1 to the relevant taxation authority within
the period for payment permitted by applicable law;
5.2.2 furnish the Guarantee Claims Agent, as soon as
practicable, with an official receipt or other evidence
of payment of the relevant amount to the relevant
taxation authority; and
5.2.3 use its reasonable endeavours to provide the
Guarantee Claims Agent with such information
relating to the payment as may assist in accessing
any Tax Credit as may be available to the recipient of
the reduced payment.
6. THIRD PARTY RIGHTS

Other than the Guarantee Claims Agent (as agent for the
Bondholders), a person who is not a party to this Deed of
Guarantee (other than a successor in title or a permitted
assignee) has no rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Deed of Guarantee.
7. GOVERNING LAW
The provisions of this Deed of Guarantee are governed by, and
shall be construed in accordance with the laws of England and
Wales, and the courts of England shall have exclusive
jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in
connection with this Deed of Guarantee.

FL04-P-3-0804
A member of the Man Group www.maninvestments.com

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Please note this product is open for investment from 23 August 2004 to 4 October 2004.
To obtain an application form please use the email address below or

call the service centre (Ireland) between 08:00 and 18:00, Monday to Friday.
e-mail service-centre@maninvestments.com
Tel +353 1 647 00 601
Fax +353 1 647 00 27
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