Passport Agriculture Overview May 2009

AGRICULTURE STRATEGY May 2009 PORTFOLIO MANAGERS: Jim Cunningham & Ejnar Knudsen STRATEGY INCEPTION DATE:

STRATEGY AUM:

$33 Million

SUBSCRIPTIONS:

FIRM AUM:

$2.4 Billion

REDEMPTIONS:

3/2009

Monthly

OPEN/CLOSED STATUS:

Open

Quarterly

MINIMUM INVESTMENT:

$3 Million

FIRM OVERVIEW Passport Capital, LLC is a San Francisco based investment firm founded by John H. Burbank III in 2000. Passport’s investment process uses a combination of macroeconomic analyses to develop major themes and rigorous fundamental research on individual companies to create global portfolios. The firm’s investment team focuses on the following areas: Agriculture, Basic Materials, Capital Markets, Consumer, Energy, Healthcare, India, Internet/Technology and Middle East & North Africa. As appropriate, the firm makes available to its limited partners co-investment opportunities. INVESTMENT STRATEGY The agriculture strategy is a long biased strategy investing in targeted sectors within the global food and agriculture industry ranging from “dirt to dinner table”, including agricultural inputs, proteins, producers, manufacturers, distributors and retailers. World population growth, coupled with increasing demand and a tight supply of food, has led us to seek out the franchises and bottlenecks within the industry. Namely, we look to identify companies with pricing power and those which benefit from supply chain bottlenecks at compelling valuations. The strategy also seeks to identify industries that are approaching their cyclical inflection points, such as proteins (supply destruction for the past several years has positioned the sector for tight supply/demand economics that could yield significant profits) and carbohydrates (worldwide sugar supply is tight, beverage companies have introduced retro drinks using cane sugar, and there continues to be growing renewable fuel demand). Our global perspective and integrated approach gives us a unique advantage investing in the worldwide agriculture industry. EXPOSURES

JAN 09

FEB 09

MAR 09

APR 09

MAY 09

48% -34% 82% 14%

67% -74% 142% -7%

71% -78% 149% -8%

Long Short Gross Net

JUN 09

JUL 09

AUG 09

SEP 09

OCT 09

NOV 09

DEC 09

AVG

RANGE

62% -62% 124% 0%

48-71% (34-78%) 82-149% -8-14%

PERFORMANCE

YTD SINCE FUND INCEP*

Net S&P 500 MSCI AC World MV AGRI (MOO)

4.2% 8.8% 8.2% 6.7%

2. 7% 9.6% 11.9% 8.5%

EXPOSURES SECTOR

5.9% 5.6% 10.0% 20.2%

13.2% 25.8% 33.2% 39.2%

MANAGERS’ BACKGROUND LONG

SHORT

NET

GROSS

Commodities 11% Ag Equipment 2% Fertilizer 8% Seed/Crop Protection 3% Forest/Timber/Paper 0% Agribusiness 4% Ag Processor 7% Protein Prod./Proc. 16% Food & Beverage 5% Food Retail/Service 8% Transports 0% Other 8% Diversified Index/Fund 0%

0% -6% -1% -2% 0% 0% -2% -6% -13% -15% -2% -22% -10%

11% -4% 7% 2% 0% 4% 5% 10% -9% -7% -2% -14% -10%

11% 7% 8% 5% 0% 4% 9% 21% 18% 23% 2% 31% 10%

TOTAL

-78%

-7%

149%

71%

TOP 5 LONGS COMPANY

TICKER

JBS SA Imperial Sugar Co Kroger Co Coffee Futures Sep 09 MagIndustries

JBSS3 Protein Prod. IPSU Ag Processor KR

SECTOR

EXPOSURE

Food Retail

KCU09 Commodities MAA

Fertilizer

10% 7% 5% 5% 4%

KEY PORTFOLIO DATA NO.OF POSITIONS

AVG.WEIGHTED MKT.CAP

28 $21.6B Public Long 48 $7.1B Public Short 0 Private * Both Standard and Committed share classes have the ability to “opt-out” of all private equity investments.

Jim Cunningham, CFA, Portfolio Manager

Manages the investment management and research process for basic materials, agriculture and commodity investments

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

1997-2003 Portfolio Manager for Renberg Capital Management. Co-managed $500 mm in assets. 1996-1997 Vice President of Business Development for Crossroads Software 1994-1996 Senior Director of Worldwide Industry Strategy Group for Oracle Corp 1993-1994 Consultant for Booz Allen & Hamilton in San Francisco 1985-1990 Manager in Information Services Group for Morgan Stanley in New York and Hong Kong 1992 MA in Food Research received from Stanford University 1992 MBA received from the Stanford Graduate School of Business 1985 BS received in Financial Economics from Lehigh University

Ejnar Knudsen, CFA, Portfolio Manager

Co-manages the investment management and research process for food, agriculture and commodity investments

▪ 1998-Present Portfolio Manager for Craton Capital, an investment partnership focused on the agriculture industry ▪ 2001-2007 Executive Vice President of Western Milling, a feed milling co. with over $700 million in sales ▪ 1991-2001 Vice President for Rabobank in New York; managed a loan portfolio, venture capital investments and corporate advisory services in food, agriculture and commodities ▪ 1991 BS received from Cornell University ▪ Serves in various capacities at the board and/or advisory level of six agricultural organizations: AdecoAgro, Cornell’s College of Agriculture and Life Sciences, California Grain and Feed Association, Limoneira, Western Milling and Cillion

TERMS INVESTOR TYPE

STANDARD*

Management Fee: Incentive Fee: Lock-Up: Redemption:

2% 20% None Quarterly

Notice: Co-Investment Opportunity:

60 days No

COMMITTED*

1.25% 15% 3 Years Quarterly 4% fee yr.1; 3% fee yr. 2; 2% fee yr. 3 60 days Yes

SERVICE PROVIDERS

Structure: Vehicles: US Legal Counsel:

Master/Feeder BVI Offshore/Delaware LP Paul, Hastings, Janofsky & Walker LLP

Prime Broker: Administrator: Auditor:

Goldman Sachs Citco Fund Services Ernst & Young

30 Hotaling Place, Suite 300  San Francisco, CA 94111  Tel (415) 321-4600  Fax (415) 321-4620  www.passportcapital.com

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AGRICULTURE STRATEGY May 2009 For more information please contact: Sarah McLane



(415) 321-4611



[email protected]

IMPORTANT DISCLOSURES AND RISK CONSIDERATIONS * ESTIMATE AS OF MAY 31, 2009.  THE S&P 500 INDEX IS AN UNMANAGED CAPITALIZATION-WEIGHTED INDEX OF 500 STOCKS. THIS INDEX IS DESIGNED TO MEASURE PERFORMANCE OF THE BROAD DOMESTIC (US) ECONOMY THROUGH CHANGES IN THE AGGREGATE MARKET VALUE OF 500 STOCKS REPRESENTING ALL MAJOR INDUSTRIES. THE S&P INDEX WAS DEVELOPED WITH A BASE LEVEL OF 10 FOR THE 1941-43 BASE PERIOD. ALL PERFORMANCE DATA REGARDING THE INDEX ARE HISTORICAL AND ARE NOT INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THESE OR COMPARABLE RESULTS WILL ACTUALLY BE ACHIEVED BY THE FUND OR THAT THE FUND’S INVESTMENT OBJECTIVE WILL BE ACHIEVED.  THE MSCI AC WORLD INDEX (ALL COUNTRY WORLD INDEX) INDEX IS A FREE FLOAT-ADJUSTED MARKET CAPITALIZATION WEIGHTED INDEX THAT IS DESIGNED TO MEASURE THE EQUITY MARKET PERFORMANCE OF DEVELOPED AND EMERGING MARKETS. AS OF JANUARY 2009 THE MSCI ACWI CONSISTED OF 46 COUNTRY INDICES COMPRISING 23 DEVELOPED AND 23 EMERGING MARKET COUNTRY INDICES. THE DEVELOPED MARKET COUNTRY INDICES INCLUDED ARE: AUSTRALIA, AUSTRIA, BELGIUM, CANADA, DENMARK, FINLAND, FRANCE, GERMANY, GREECE, HONG KONG, IRELAND, ITALY, JAPAN, NETHERLANDS, NEW ZEALAND, NORWAY, PORTUGAL, SINGAPORE, SPAIN, SWEDEN, SWITZERLAND, THE UNITED KINGDOM AND THE UNITED STATES. THE EMERGING MARKET COUNTRY INDICES INCLUDED ARE: ARGENTINA, BRAZIL, CHILE, CHINA, COLOMBIA, CZECH REPUBLIC, EGYPT, HUNGARY, INDIA, INDONESIA, ISRAEL, KOREA, MALAYSIA, MEXICO, MOROCCO, PERU, PHILIPPINES, POLAND, RUSSIA, SOUTH AFRICA, TAIWAN, THAILAND, AND TURKEY.  THE MARKET VECTORS AGRIBUSINESS ETF IS AN EXCHANGE-TRADED FUND INCORPORATED IN THE USA. THE FUND SEEKS INVESTMENT RESULTS THAT CORRESPOND TO THE PRICE AND YIELD OF THE DAXGLOBAL AGRIBUSINESS INDEX, A MODIFIED MARKET-CAPITALIZATION INDEX.  THE COMPARISON OF THE FUND’S PERFORMANCE TO A SINGLE MARKET INDEX IS IMPERFECT BECAUSE THE FUND'S PORTFOLIO MAY CONTAIN OPTIONS AND OTHER DERIVATIVE SECURITIES, MAY INCLUDE MARGIN TRADING AND OTHER LEVERAGE, MAY EXPERIENCE GREATER VOLATILITY AND IS NOT AS DIVERSIFIED AS THE S&P INDEX OR OTHER INDICES. DUE TO THE DIFFERENCES BETWEEN THE FUND’S PORTFOLIO AND ITS INVESTMENT STRATEGY, POTENTIAL INVESTORS SHOULD UNDERSTAND THAT NO SUCH INDICES ARE DIRECTLY COMPARABLE TO THE RESULTS OF THE FUND.  GROSS FIGURES ARE BASED ON PORTFOLIO A OF PASSPORT AGRICULTURE MASTER FUND SPC LTD. GROSS P&L FIGURES ARE BASED ON ESTIMATED UNAUDITED RETURNS – GROSS OF MANAGEMENT FEES, APPLICABLE INCENTIVE FEES AND FUND EXPENSES.  EXPOSURE FIGURES INCLUDE THE DELTA ADJUSTED EXPOSURES OF OPTIONS AND THE MARKET VALUE OF FIXED INCOME SECURITIES.  THE AGRICULTURE PERFORMANCE FIGURES FOR THE PASSPORT AGRICULTURE FUND CONTAINED ON PAGE 1 ARE ACTUAL HISTORICAL INVESTMENT PERFORMANCE RESULTS FOR THE PERIODS PRESENTED OF PORTFOLIO A OF PASSPORT AGRICULTURE MASTER FUND SPC LTD. THE NET PERFORMANCE FIGURES ARE AFTER THE DEDUCTION OF ALL COSTS, INCLUDING MANAGEMENT FEES OF 2.0% ANNUALLY AND INCENTIVE ALLOCATIONS OF 20%, THIS REFLECTS INCENTIVE ALLOCATIONS, IF ANY, THAT WOULD HAVE BEEN PAID OR MADE TO THE GENERAL PARTNER AT THE END OF THE CALENDAR YEAR. THE PERFORMANCE OF INDIVIDUAL INVESTORS IN THE FUND MAY VARY DEPENDING UPON A NUMBER OF FACTORS, INCLUDING THE TIMING OF CAPITAL CONTRIBUTIONS OR WITHDRAWALS, NEW ISSUE ELIGIBILITY, OFFSHORE OR ONSHORE FEEDER FUND CHOICE AND OTHER FACTORS AND COULD RESULT IN LOWER INVESTMENT PERFORMANCE THAN THAT OF ANY OF THE ACCOUNTS PRESENTED HEREIN. PERFORMANCE DATA HAS NOT BEEN AUDITED AND MAY INCLUDE ESTIMATES. PAST PERFORMANCE IS NO ASSURANCE OF FUTURE RESULTS. THE GENERAL PARTNER MAY CHOOSE TO VARY THE PARTNERSHIP’S ACTIVITIES AND MAY NOT NECESSARILY CONTINUE INVESTING IN THE MANNER THAT GENERATED THE RESULTS PRESENTED HEREIN.  THIS DOCUMENT IS MEANT ONLY TO PROVIDE A BROAD OVERVIEW FOR DISCUSSION PURPOSES. WHILE INFORMATION USED IN THESE MATERIALS MAY HAVE BEEN OBTAINED FROM VARIOUS PUBLISHED AND UNPUBLISHED SOURCES CONSIDERED TO BE RELIABLE, NEITHER PASSPORT NOR ANY OF ITS AFFILIATES GUARANTEES ITS ACCURACY OR COMPLETENESS AND ACCEPTS NO LIABILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSSES ARISING FROM ITS USE.  THIS DOCUMENT DOES NOT CONSTITUTE AN OFFERING TO SELL SECURITIES OR A SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITIES. THIS DOCUMENT IS NOT INTENDED TO BE A RISK DISCLOSURE DOCUMENT, AND IS SUBJECT IN ITS ENTIRETY TO DEFINITIVE DISCLOSURE AND OTHER DOCUMENTS (COLLECTIVELY, THE “DOCUMENTS”) RESPECTING THE FUNDS. ANY INVESTMENT DESCRIBED HEREIN MAY ONLY BE OFFERED PURSUANT TO AN OFFERING MEMORANDUM, WHICH WILL CONTAIN ADDITIONAL INFORMATION NEEDED BY INVESTORS TO EVALUATE THE POTENTIAL INVESTMENT AND PROVIDE IMPORTANT DISCLOSURES REGARDING RISKS, FEES AND EXPENSES. THE OFFERING MEMORANDUM WILL DESCRIBE IN MORE DETAIL RISKS OF INVESTING IN THE FUND, AND PROSPECTIVE INVESTORS SHOULD RELY SOLELY UPON THEIR OWN INDEPENDENT INVESTIGATION, INCLUDING REVIEW OF THE DOCUMENTS IN MAKING THEIR DECISION TO INVEST WITH PASSPORT THROUGH ANY FUND.  ANY SPECIFIC PORTFOLIO SECURITIES IDENTIFIED AND DESCRIBED IN THESE MATERIALS DO NOT REPRESENT ALL OF THE SECURITIES PURCHASED OR SOLD BY THE FUND, AND THERE SHOULD BE NO ASSUMPTION THAT INVESTMENTS IN SUCH SECURITIES IDENTIFIED AND DISCUSSED IN THESE MATERIALS WERE OR WILL BE PROFITABLE. AN INVESTMENT IN THE FUND IS SUBJECT TO SIGNIFICANT RISKS AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS THAT HAVE NO NEED FOR IMMEDIATE LIQUIDITY IN THIS INVESTMENT.  THE INVESTMENT OPPORTUNITIES DESCRIBED HEREIN HAVE GENERALLY NOT BEEN REGISTERED FOR SALE TO THE PUBLIC IN ANY JURISDICTION AND WILL NOT BE MADE AVAILABLE FOR INVESTMENT EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. THE INVESTMENT OPPORTUNITIES DESCRIBED HEREIN ARE NOT GUARANTEED BY PASSPORT OR ITS AFFILIATES.  THE VIEWS AND OPINIONS EXPRESSED IN THESE PRESENTATION MATERIALS ARE AS OF MAY 31, 2009, ARE SUBJECT TO CHANGE WITHOUT NOTICE, MAY NOT COME TO PASS AND DO NOT REPRESENT A RECOMMENDATION OR OFFER OF ANY PARTICULAR SECURITY, STRATEGY, OR INVESTMENT. NEITHER PASSPORT NOR ANY OF ITS AFFILIATES, EMPLOYEES, OR AGENTS ARE AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES INCONSISTENT WITH OR IN ADDITION TO THOSE CONTAINED IN THE DOCUMENTS. RISK CONSIDERATIONS  ANY FUND MAY NOT ACHIEVE THE DESIRED RESULTS DUE TO IMPLEMENTATION LAG, OTHER TIMING FACTORS, PORTFOLIO MANAGEMENT DECISION-MAKING, ECONOMIC OR MARKET CONDITIONS OR OTHER UNANTICIPATED FACTORS. THE GENERAL PARTNER MAY CHOOSE TO VARY THE FUNDS’ ACTIVITIES AND MAY NOT NECESSARILY CONTINUE INVESTING IN THE MANNER THAT GENERATED THE RESULTS PRESENTED.  ALL FUNDS USE SOPHISTICATED INVESTMENT TECHNIQUES, AND MAY NOT BE SUITABLE FOR ALL INVESTORS. THE DOCUMENTS WILL DESCRIBE IN MORE DETAIL RISKS OF INVESTING IN ANY OF THE FUNDS, AND PROSPECTIVE ADVISORY CLIENTS MUST READ THE DOCUMENTS CAREFULLY BEFORE INVESTING WITH PASSPORT THROUGH THE FUNDS.  ANY PERSON CONSIDERING MAKING AN INVESTMENT MUST BE ABLE TO BEAR THE RISKS INVOLVED AND MUST BE ABLE MEET CERTAIN SUITABILITY REQUIREMENTS. SOME OR ALL ALTERNATIVE INVESTMENT PROGRAMS MAY NOT BE SUITABLE FOR CERTAIN INVESTORS. AMONG SUCH RISKS ARE THE FOLLOWING: AN INVESTMENT IS SPECULATIVE AND INVOLVES A SUBSTANTIAL DEGREE OF RISK, AN INVESTMENT MAY BE LEVERAGED, PAST PERFORMANCE RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE, AND PERFORMANCE MAY BE VOLATILE, AN INVESTOR COULD LOSE ALL OR A SUBSTANTIAL AMOUNT OF HIS OR HER INVESTMENT, THERE IS NO SECONDARY MARKET FOR THE INVESTORS' INTERESTS IN THE FUNDS AND NONE IS EXPECTED TO DEVELOP, THERE ARE RESTRICTIONS ON TRANSFERRING INTERESTS IN THE FUNDS, FEES AND EXPENSES MAY OFFSET TRADING PROFITS. A PORTION OF THE TRADING MAY TAKE PLACE ON FOREIGN MARKETS, AN INVESTMENT IS SUBJECT TO CONFLICTS OF INTEREST. NOTE: THIS DOCUMENT IS CONFIDENTIAL AND INTENDED SOLELY FOR THE USE OF PASSPORT AND ITS AFFILIATES AND THE CLIENT OR PROSPECTIVE CLIENT TO WHOM IT IS PRESENTED. IT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSONS EXCEPT TO THE RECIPIENT’S PROFESSIONAL ADVISORS.

30 Hotaling Place, Suite 300  San Francisco, CA 94111  Tel (415) 321-4600  Fax (415) 321-4620  www.passportcapital.com

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