Private Placement Memorandum

Addressee:

PRIVATE PLACEMENT MEMORANDUM

This Private Placement Memorandum is distributed on a confidential basis in connection with a private placing of the Investor Shares in the Fund, none of which will be issued to any person other than a person to whom a copy of this Private Placement Memorandum is provided. No person receiving a copy of this Private Placement Memorandum in any jurisdiction may treat the same as constituting an invitation to him, unless in the relevant jurisdiction such an invitation could lawfully be made to him without compliance with any registration or other legal requirements.

The Directors of the Fund, whose names appear on page (vi), accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors of the Fund accept responsibility accordingly.

BROOKER SUKHOTHAI FUND LIMITED

(a company incorporated with limited liability under
the laws of the Cayman Islands with number MC-183035)

BROOKER DUNN ASSET ADVISORY LIMITED

(MANAGER)

SIMPSON FINANCIAL LIMITED

(INVESTMENT ADVISER)

The contents of this Private Placement Memorandum are not to be construed as a recommendation or advice to any prospective investor in relation to the subscription, purchase, holding or disposition of Investor Shares and prospective investors should consult their professional advisers accordingly.

This Private Placement Memorandum is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible investment by the recipient in the Investor Shares described herein. It is not to be reproduced in any form or manner nor is it to be distributed or disclosed to any other persons (other than professional advisers of the prospective investor).

No person is authorised to give any information or make any representation or warranty, express or implied, not contained in this Private Placement Memorandum and, if given or made, any such information or representation or warranty, express or implied, may not be relied upon as having been authorised by any person.

23 July 2007

INTL FIN./57961-1/RUH(1)

IMPORTANT INFORMATION

Reliance on Private Placement Memorandum

The Investor Shares are offered solely on the basis of the information and representations contained in this Private Placement Memorandum and any further information given or representations made by any person may not be relied upon as having been authorised by the Fund or the Directors. Neither the delivery of this Private Placement Memorandum nor the allotment or issue of Investor Shares shall under any circumstances create any implication that there has been no change in the affairs of the Fund since the date hereof. Management Shares are not being offered for subscription pursuant to this Private Placement Memorandum.

Registration in the Cayman Islands

The Fund will fall within the definition of a "mutual fund" under the terms of the Mutual Funds Law (2003 Revision as amended) of the Cayman Islands (the "Law") and accordingly will be regulated pursuant to that Law. However, the Fund is not required to be licensed or to employ a licensed mutual fund administrator since the minimum interest which may be subscribed by a prospective investor in the Fund is greater than US$100,000. Accordingly the obligations of the Fund are: (a) to register with the Cayman Islands Monetary Authority (the "Authority"); (b) to file with the Authority prescribed details of this Private Placement Memorandum and any changes to it; (c) to file annually with the Authority accounts audited by an approved auditor; and (d) to pay a prescribed registration fee.

As a regulated mutual fund the Fund will be subject to the supervision of the Authority and the Authority may at any time instruct the Fund to have its accounts audited and to submit them to the Authority within such time as the Authority specifies. In addition, the Authority may ask the Directors to give the Authority such information or such explanation in respect of the Fund as the Authority may reasonably require to enable it to carry out its duties under the Law. The Directors must give the Authority access to or provide at any reasonable time all records relating to the Fund and the Authority may copy or take an extract of a record it is given access to. Failure to comply with these requests by the Authority may result in substantial fines being imposed on the Directors and may result in the Authority applying to the court to have the Fund wound up.

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

The Fund will be registered as a regulated mutual fund with the Cayman Islands Monetary Authority under Section 4(3) of the Mutual Funds Law (2003 Revision as amended) of the Cayman Islands. However, no Cayman Islands authority has commented upon the contents of this Private Placement Memorandum or the merits of an investment in the Investor Shares. Moreover the investment activities of the Fund will not be regulated or otherwise overseen by the Cayman Islands Government.

Restrictions on Distribution

The distribution of this Private Placement Memorandum and the offering of Investor Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Private Placement Memorandum may come are required by the Fund to inform themselves of and to observe any such restrictions.

This Private Placement Memorandum does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it would be unlawful to make such offer or solicitation.

Austria: The Fund has not been registered with the Austrian Federal Ministry of Finance. Accordingly, the Investor Shares may not be offered to the public in the Republic of Austria and neither this Private Placement Memorandum (which has not been prepared in compliance with Austrian law such as the Investment Fund Act and has not been published or submitted to the Oesterreichische Kontrollbank Aktiengesellschaft) nor any offering material or information relating to the Fund may be supplied to the public in Austria.

Belgium: The offering of Investor Shares has not been and will not be notified to the Belgian Banking, Finance and Insurance Commission (Commissie Voor Het Bank, Financie-en Assurantiewezen/Commission Bancaire, Financière et des Assurances) nor has this Private Placement Memorandum been, nor will it be, approved by the Belgian Banking, Finance and Insurance Commission. The Investor Shares may be offered in Belgium only to individuals or legal entities investing a minimum of €250,000, in reliance on Article 3, 1 of the Royal Decree of July 7 1999 on the public character of transactions which aim to solicit public savings and the assimilation of certain transactions with a public offer. This Private Placement Memorandum may be distributed in Belgium only to such investors for their personal use and exclusively for the purposes of this offering of Investor Shares. Accordingly, this Private Placement Memorandum may not be used for any other purpose nor passed on to any other investor in Belgium.

Cayman Islands: No invitation may be made to the public in the Cayman Islands to subscribe for the Investor Shares.

Finland: This Private Placement Memorandum does not constitute an offering circular (tarjousesite) or listing particulars (listalleottoesite) under the Finnish Securities Market Act (1989/495) nor has it been filed with or approved by the Finnish Financial Supervision Authority. The Investor Shares must not be offered or sold directly or indirectly in the Republic of Finland or to residents of Finland other than in compliance with all applicable provisions of the laws of the Republic of Finland and especially in compliance with the Finnish Securities Market Act and any regulations made thereunder, as supplemented and amended from time to time.

France: The Investor Shares may not be offered or sold directly or indirectly in the Republic of France and neither this Private Placement Memorandum, which has not been submitted to the Autorité des Marchés Financiers, nor any offering material or information contained therein relating to the Fund, may be supplied in the Republic of France nor used in connection with any offer for subscription or sale of the Investor Shares in the Republic of France.

Germany: The Investor Shares offered pursuant to this Private Placement Memorandum have not been and will not be registered under the German Investment Act or any other German securities laws. Any public distribution, advertisement or similar activities in Germany will constitute a violation of applicable law. This Private Placement Memorandum may only be circulated in Germany on a private placement basis in accordance with the German Investment Act.

Hong Kong: WARNING - The contents of this Private Placement Memorandum have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The Fund is not authorised by the Securities and Futures Commission in Hong Kong pursuant to Section 104 of the Securities and Futures Ordinance of Hong Kong and a copy of this Private Placement Memorandum has not been registered by the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies Ordinance of Hong Kong. This Private Placement Memorandum must not, therefore, be issued, or possessed for the purpose of issue, to persons in Hong Kong other than (1) to professional investors within the meaning of the Securities and Futures Ordinance of Hong Kong (including professional investors falling within the Securities and Futures (Professional Investors) Rules), or (2) in circumstances which would constitute an offer falling within paragraph (b)(ii) of the definition of prospectus in Section 2(1) of the Companies Ordinance of Hong Kong, or (3) in circumstances which would not constitute an offer to the public of Hong Kong or any section thereof.

Ireland: This Private Placement Memorandum does not constitute or form part of any offer or invitation to the public to subscribe for or purchase Investor Shares and shall not be construed as such and no person other than the person to whom this Private Placement Memorandum has been addressed or delivered shall be eligible to subscribe for or purchase Investor Shares. Investor Shares will not in any event be marketed in Ireland without the prior authorisation of the Irish Financial Regulator.

Isle of Man: The Fund is not a recognised collective investment scheme for the purposes of Sections 12 or 13 of the Financial Supervision Act 1988 (“the Act”) of the Isle of Man and is thus subject to the prohibition on the promotion of collective investment schemes contained in Section 1(1) of the Act. Accordingly, this Private Placement Memorandum may only be issued or passed on to any person in the Isle of Man by way of the two limited exceptions to this general prohibition contained in Section 1(2) of the Act and the Financial Supervision (Promotion of Unregulated Schemes) (Exemption) Regulations 1992. Shareholders in the Fund are not protected by any statutory compensation scheme and the Isle of Man Financial Supervision Commission does not regulate the Fund and has not approved it.

Italy: Investor Shares may not be offered or sold and the Private Placement Memorandum, or any circular, advertisement or other document or offering material relating to the Investor Shares, may not be published, distributed or made available in the Republic of Italy or to any Italian resident investor in circumstances which would be in breach of relevant Italian law and regulations.

Japan: The Investor Shares have not been and will not be registered under the Securities and Exchange Law of Japan and, accordingly, no Investor Shares may be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Jersey: This Private Placement Memorandum relates to a private placement and does not constitute an offer to the public in Jersey to subscribe for the Investor Shares offered hereby. No regulatory approval has been sought to the offer in Jersey and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Fund. The offer of Investor Shares is personal to the person to whom this Private Placement Memorandum is being delivered by or on behalf of the Fund, and a subscription for the Investor Shares will only be accepted from such person. The Private Placement Memorandum may not be reproduced or used for any other purpose.

Korea: The Investor Shares have not been registered under the Securities and Exchange Act of Korea and none of the Investor Shares may be offered, sold or delivered, directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea.

Netherlands: This document is not addressed to or intended for any individual or legal entity in the Netherlands except (a) individuals or legal entities who or which trade or invest in securities in the course of a profession or trade within the meaning of the Dutch securities legislation (which includes banks, brokers, insurance companies, pension funds, other institutional investors and treasuries and financing companies of groups which are active in a professional manner in the financial markets for their own account) or (b) other persons to whom, or in circumstances where, an exemption applies pursuant to the Act on the Supervision of Collective Investment Schemes, as amended.

Singapore: This Private Placement Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore, and the Fund is not authorised or recognised by the Monetary Authority of Singapore. This Private Placement Memorandum is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply.

Where the Shares are offered pursuant to Section 302C of the Securities and Futures Act, Chapter 289 of Singapore: This Private Placement Memorandum is confidential. It is addressed solely to and is for the exclusive use of the person named on the front-cover of this Private Placement Memorandum. Any offer or invitation in respect of Shares is capable of acceptance only by such person and is not transferable. This Private Placement Memorandum may not be distributed or given to any person other than the person named on the front-over of this Offering Memorandum and should be returned if such person decides not to purchase any Shares. This Private Placement Memorandum should not be reproduced, in whole or in part. This Private Placement Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Private Placement Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 2 of Part XIII of the SFA, other than an exemption in Section 302C and Section 305C of the SFA or (ii) pursuant to, and in accordance with, the conditions of an exemption in Section 302C or Section 305C of the SFA where the offer, sale or invitation to the person named on the front-cover of this Private Placement Memorandum is not made with a view to the Shares being subsequently the subject of an offer, sale or invitation to another person under Section 302C or Section 305C of the SFA.

Where the Shares are offered pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore: This Private Placement Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Private Placement Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 304 of the SFA or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Spain: The Fund has not been authorised by nor registered with the Spanish Securities Market Commission as a foreign collective investment scheme in accordance with section 15.2 of Law 35/2003 of 4 November 2003 on Collective Investment Schemes. Accordingly, the Investor Shares of the Fund may not be offered or sold in Spain by means of any publicity activities as defined in section 3 of Royal Decree 291/1992 of 27 March 1992 on Issues and Public Offerings for the Sale of Securities, as amended.