THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor or attorney or other professional adviser.

The Directors recommend that the Shareholders vote in favour of the change of name of the Company. The proposal described in this circular is, in the opinion of the Directors, in the best interests of the Shareholders as a whole.

If you have sold or transferred all your Participating Shares in the Company, please hand this document (and the enclosed Forms of Proxy) to the purchaser or transferee or to the stockbroker, bank or other agent through whom you made the disposal for onward transmission to the purchaser or transferee as soon as possible.

____________________________________________________________________________

Morley Alternative Investment Strategy Fund PCC Limited

(a protected cell investment company incorporated in Guernsey

with registered number 38031)

SHAREHOLDER CIRCULAR 

re Annual General Meeting and 

amendment to the name of the Company

____________________________________________________________________________

Notice of the Annual General Meeting (the 'AGM') of the holders of Participating Shares (the 'Shareholders') to be held at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ, Channel Islands on Friday 25 July 2008 at 10.00 a.m. is set out at the end of this document. The name change described in this document is conditional upon Shareholder approval of the Resolutions at the AGM. Shareholders are requested to complete and return their Form(s) of Proxy.

To be valid, Forms of Proxy for use at the AGM must be completed and returned in accordance with the instructions printed thereon to the Administrator, Mourant Guernsey Limited, First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ Channel Islands, as soon as possible and in any event so as to arrive not later than 48 hours before the time appointed for the AGM.

3 July 2008

  Morley Alternative Investment Strategy Fund PCC Limited

(a protected cell investment company incorporated in Guernsey

with registered number 38031)

('the Company')

TABLE OF CONTENTS

Expected Timetable ………………………………………………………………………………………………………………………….2

Letter from the Chairman ………………………………………………………………………………………………………………..3

Definitions ……………………………………….. ……………………………………………………………………………………………..4

Notice of AGM …………………………………………………………………………………………………………………………………..5

EXPECTED TIMETABLE

Latest time and date for receipt of 

Forms of Proxy for the AGM                                                         10.00 a.m. on Wednesday 23 July 2008

Annual General Meeting                                                              10.00 a.m. on Friday 25 July 2008

  Morley Alternative Investment Strategy Fund PCC Limited

(a protected cell investment company incorporated in Guernsey

with registered number 38031)

('the Company')

Directors: Richard Crowder (Chairman) Raymond Apsey Alan Clifton Mark Thistlethwayte Rupert Dorey

Registered Office: First Floor Dorey Court Admiral Park St Peter Port Guernsey GY1 6HJ Channel Islands

LETTER FROM THE CHAIRMAN

Dear Shareholder

Enclosed herewith is the Notice of the Company's Annual General Meeting for 2008 to be held on 25 July 2008 at the Company's offices in Guernsey in accordance with the details set forth on the Notice.

In addition to the usual business, your Board is proposing a Special Resolution to amend the name of the Company after discussion with the Company's Manager, Morley Fund Management (Channel Islands) Limited, and legal advisers.

The proposal to change the name follows an announcement made in February 2008 by the Aviva Group, of which the Manager is part. This detailed the strategy for 'Aviva Investors', a single global asset management business for Aviva to capitalise on the strength of being part of one of the world's largest insurance groups and signal the globalisation of Aviva's asset management businesses and activities under one leadership and, from September 2008, one name. As a result of this, the Morley name will no longer be used and will be replaced with Aviva Investors.

Accordingly, it is proposed to change the name of the Company to 'Aviva Investors Alternative Funds PCC Limited'.

Yours faithfully

Richard Crowder

Chairman

    Morley Alternative Investment Strategy Fund PCC Limited

(a protected cell investment company incorporated in Guernsey

with registered number 38031)

('the Company')

AGM                                                 the Annual General Meeting of the Shareholders in  respect

                                                       of the Company convened for 10.00 a.m. on 25 July 2008

                                                       notice of which is set out at the end of this document.

 

 Morley Alternative Investment Strategy Fund PCC Limited

(a protected cell investment company incorporated in Guernsey

with registered number 38031)

('the Company')

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ, Channel Islands on Friday 25 July 2008 at 10.00 a.m. for the following purposes:

1.    To appoint a Chairman

2.    To table forms of proxy

3.    To consider the following resolution:

    Resolution 1:

    THAT the Report and Financial Statements for the year ended 31 October 2007 be received.

4.    To consider the following resolution:

    Resolution 2:

    THAT KPMG Channel Islands Limited be re-appointed as auditor of the company and that the auditor's remuneration be fixed by the Directors.

 

5.  Special Resolution 3

THAT, subject to the grant by the Registrar of Companies of the application for name change in accordance with Section 25 (6) of the Companies (Guernsey) Law, 2008, the name of the Company be changed to 'Aviva Investors Alternative Funds PCC Limited'.

By Order of the Board

Mourant Guernsey Limited

Secretary

DATE:  3 July 2008

Note:  

A Shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend the meeting and, on a poll, to vote instead of him. A proxy need not be a Shareholder. A Form of Proxy is enclosed with this Notice which should be completed in accordance with the instructions printed thereon. The appointment of a proxy will not prevent a shareholder form subsequently attending and voting at the meeting in person.

To be valid, the instrument appointing a proxy, and any power of attorney or other authority under which is executed (or a duly certified copy of any such power or authority), must (failing previous registration with the Company) be lodged at the office of the Administrator, Mourant Guernsey Ltd, First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ, Channel Islands, not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.

Entitlement to attend and vote at the meeting, and the number of votes which may be cast thereat, will be determined by reference to the Company's register of members at 10.00 a.m. on 23 July 2008 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be).

  MORLEY ALTERNATIVE INVESTMENT STRATEGY FUND PCC LIMITED ('The Company')

FORM OF PROXY FOR USE AT AN ANNUAL GENERAL MEETING

Please read the Notice of Meeting and Explanatory Notes carefully before completing this form. 

I/We:    [SHAREHOLDER]

Of    [REGISTERED ADDRESS OF SHAREHOLDER]

Being Members of the above named Company and holding/voting for [NUMBER OF SHARES]

 [CELL] shares, hereby appoint:

The Chairman of the Meeting

or failing him ……………………………………………….or failing him ……………………………………………… (See Note 1)

as my/our proxy to attend and, on a poll, vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company to be held at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ Channel Islands on Friday 25 July 2008 at 10.00 a.m. and at any adjournment thereof.

If you want your proxy to vote in a certain way on the resolutions specified, please place a mark in the relevant boxes. If you select 'discretionary' or fail to select any of the given options, your proxy can vote as he or she chooses, or can decide not to vote at all. The proxy can also do this on any other resolution that is put to the meeting.

*The 'Vote withheld' option below is provided to enable you to abstain on any particular resolution; however it should be noted that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

**This Form of Proxy is sent to the holders of non-voting shares for information purposes only.

Directions to your proxy

 

□ FOR    □ AGAINST    □ VOTE WITHHELD*    □ DISCRETIONARY    

 

Resolution 2                           To re-appoint KPMG Channel Islands Limited as auditors of the Company and that    

                                                their remuneration be fixed by the directors.

□ FOR    □ AGAINST    □ VOTE WITHHELD*    □ DISCRETIONARY    

 

Special Resolution 3              To approve the change of name of the Company to Aviva Investors Alternative Funds  

                                               PCC Limited, subject to the grant by the Registrar of Companies of the application for

                                               name change in accordance with Section 25 (6) of the Companies (Guernsey) Law,

                                               2008

□ FOR    □ AGAINST    □ VOTE WITHHELD*    □ DISCRETIONARY    

Signature(s)……………………………………………………….. Date …………………………………………………………..

Notes:

1.    Please indicate your choice of proxy by deleting where appropriate and, if necessary, writing the name of your proxy in the space provided.  Please initial this section.

2.    This form must (a) in the case of an individual be signed by the appointer or his attorney duly authorised in writing; and (b) in the case of a corporation be executed under its common seal or signed by an officer or attorney so authorised.

3.    In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted ;by the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

4.    To be valid this form must reach the Secretary at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ, Channel Islands, not less than 48 hours before the time appointed for the Meeting (or any adjourned Meeting). Any power of attorney or other authority under which this form is signed must be sent with this form.

         5.    The completion and return of this form will not prevent you from attending and voting at the Meeting.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.

ENDISESSSFMDSASEIW