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Friday 26 May, 2006

Morley Alt.Inv.Strat

Results of AGM

MorleyAlternativeInvStrat Fd PCC Ld
26 May 2006

                          Stock Exchange Announcement



                       For immediate release May 26, 2006



    Morley Alternative Investment Strategy Fund PCC Limited (the 'Company')



                     Re: Results of Annual General Meeting



The following resolutions were passed by shareholders at the Annual General
Meeting held on 26 May 2006:



1          To receive and consider the Report and Financial Statements for the
year ended 31 October 2005.



2          To appoint KPMG Channel Islands Limited as auditors of the Company to
hold office from the conclusion of this meeting until the conclusion of the next
General Meeting at which accounts are laid before the Company at a remuneration
to be fixed by the directors.



3          To re-elect Rupert Dorey to the Board as a Director.



4          To make the following amendments to the Company's Articles of
Association:



            Change definition of 'Business Day' to mean:-



'Any weekday except Saturday on which banks in Guernsey and any jurisdiction in
which the Company's shares are listed are open for normal banking business or as
may be otherwise defined in the Cell Rules applicable to any Cell or Cells in
respect of the business of such Cell or Cells'.



            Change definition of 'Dealing Day' to mean:-



'A Business Day, being not less than one per month (or such other period as may
be specified in the applicable Cell Rules), determined by the Directors from
time to time on which subscriptions and redemptions may take place.'



Delete definitions of 'U.S. Person', 'United States of America', 'Qualified
Professional Investor' and 'Professional Investor'.



Add a new definition of 'Qualified Holder' to mean 'A person who is not
disqualified from holding Participating Shares pursuant to Article 16.1.'



            Add, at the end of Article 4.6:-



'In circumstances where an Ordinary Resolution is required in accordance with
this Article 4.6, no Participating Shares held by the Guernsey Manager or
Custodian or any Investment Manager engaged by the Guernsey Manager or the
Company, as the case may be, shall be counted in the vote in respect of any
matter concerned with the terms of its contract or agreement with the Company,
except where such Participating Shares are held as a trustee or nominee of a
person from whom it has received voting instructions'.



Replace the full stop at the end of Article 9.2.3 with a semi colon and add the
following sub-paragraph:-



'9.2.4    for the avoidance of doubt, changes to the identity or terms of
engagement of any administrator, broker or other service provider to a Cell,
other than the Guernsey Manager, Custodian or Investment Manager shall be deemed
not to be a change to the Cell Rules unless the Cell Rules specify to the
contrary.'



            Replace Article 16.3 with the following:-



'A holder of Participating Shares who becomes aware that he is not a Qualified
Holder or that his holding or ownership of Participating Shares is in breach of
any law of any country or governmental authority shall forthwith deliver to the
Company a written request for the redemption of such Participating Shares in
accordance with, and shall comply with, Articles 17.1 to 17.17 or shall transfer
such Participating Shares to a person duly qualified to hold the same unless he
has already received a notice under Article 16.4.'



            Replace Article 16.4 with the following:-



'If it shall come to the notice of the Directors that any Participating Shares
are owned directly or beneficially by any person in breach of any law or
requirement of any country or governmental authority or which would cause the
Company, the Custodian, the Guernsey Manager or any investment advisor engaged
by the Company to be in breach of any such law or requirement or in any other
circumstances which, in the opinion of the Directors, might cause the Company or
any of its Cells a pecuniary, tax, legal, regulatory, fiscal, administrative or
other disadvantage or expense, the Directors shall be entitled to give notice to
such person requiring him to transfer such Participating Shares to a person who
is qualified or entitled to own the same or to request in writing the redemption
of such Participating Shares in accordance with Articles 17.1 to 17.17.'



            Article 16.5:-



            Replace 'thirty days' in the first line with 'fifteen (15) days'.



            Article 26.5



            Delete sub-paragraphs (g), (h) and (i) and replace with:-



'(g)       the transfer would result in legal, regulatory, pecuniary, taxation
or material administrative disadvantage to the Company or each or any one of the
Cells or its shareholders as a whole;



             (h)       the Transferee is not a Qualified Holder.'



            Add, at the end of Article 30.1:-



'At least fifteen (15) Business Days' notice shall be given in respect of all
general meetings of the Company or such longer period as may be required by any
applicable listing or other regulations.'



            Amend Article 49.1.1 to commence:-



            '49.1.1. Subject to applicable Cell Rules, cellular assets of each
Cell shall be applied:'



5          To amend Article 32.3 of the Company's Articles of Association to
read:-



'32.3.1  The ordinary remuneration of the Directors who do not hold executive
office for their services (excluding amounts payable under any other
sub-paragraph of these Articles) shall not exceed in aggregate £250,000 per
annum or such higher amount as the Company may from time to time by Ordinary
Resolution determine.  Such remuneration shall be deemed to accrue from day to
day.



32.3.2   The Directors shall also be paid all travelling, hotel and other
expenses properly incurred by them in attending and returning from meetings of
the Directors or any committee of the Directors or general meetings of the
Company or in connection with the business of the Company.



32.3.3   In addition, the Board may reward additional remuneration to any
Director engaged in exceptional work at the request of the Board on a time spent
basis.



32.3.4   Such remuneration and expenses shall be allocated between all the Cells
pro rata to the Net Asset Values of the Cells from time to time except to the
extent that the Directors determine that an alternative allocation would be more
equitable.'



32.3.5   In addition, the Directors may be paid such amounts as may be approved
in the Cell Rules of any particular Cell which amounts shall be charged to the
relevant Cell.'



6          To delete Article 50 of the Company's Articles of Association and
replace it with the following:-



            'INDEMNITY



50.        The Directors, Secretary and other officers for the time being of the
Company and the trustees (if any) for the time being acting in relation to any
of the affairs of the Company and their respective heirs and executors shall be
fully indemnified out of the assets and profits of the Company from and against
all actions, expenses and liabilities including legal expenses which they or
their respective heirs or executors may incur by reason of any contract entered
into or any act in or about the execution of their respective offices or trusts
except such (if any) as they shall incur by or through their own fraud or wilful
default respectively and none of them shall be answerable for the acts,
receipts, neglects or defaults of the others of them or for joining in any
receipt for the sake of conformity or for any administrator, custodian, manager,
investment manager, broker, banker or other person with whom any moneys or
assets of the Company may be lodged or deposited for investment or safe custody
or for any other persons into whose hands any money or assets of the Company may
come or for any defects of title of the Company to any property purchased or for
insufficiency or deficiency of or defect in title of the Company to any security
purchased or for insufficiency or deficiency of or defect in title of the
Company to any security upon which any moneys of the Company shall be placed out
or invested or for any loss misfortune or damage resulting from any such cause
as aforesaid or which may happen in or about the execution of their respective
offices or trusts except the same shall happen by or through their own fraud or
wilful default PROVIDED ALWAYS that this Article shall be construed as subject
to the mandatory provisions of Section 67F of the Companies Laws AND PROVIDED
FURTHER THAT the liability of the Company to indemnify any person shall be
limited to the assets of the Cell or Cells or the core of the Company, as the
case may be, in respect of the business of which the right to any such indemnity
as aforesaid shall have arisen.



INSURANCE



51.        The Directors may take out such insurance policies in respect of the
business of the Company or any of its Cells as they may deem fit and, without
prejudice to the generality of the foregoing, may, for the benefit of the
Company and/or for the benefit of its Directors, Secretary and other officers,
take out insurance to indemnify the Company against its obligation to indemnify
its Directors, Secretary and other officers and/or for the direct benefit of the
Company's Directors, Secretary and other officers in respect of their potential
liability to the Company, its Cells, its Members or third parties as a result of
or arising from their engagement to the Company or the performance of their
duties in respect thereof.  The premiums payable in respect of any such
insurance shall be allocated pro rata to the Net Asset Values of the Cells and,
if it has material assets, the core of the Company from time to time.'





















Enquiries:

Goodbody Stockbrokers





This announcement has been issued through the Companies Announcement Service of

                            the Irish Stock Exchange


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