EXHIBIT 1.1 Monthly Percentage Change¥/$ (1957-2005)

-0.15

-0.1

-0.05

0

0.05

0.1

0.15

0.2

1957

M119

59M1

1961

M119

63M1

1965

M119

67M1

1969

M119

71M1

1973

M119

75M1

1977

M119

79M1

1981

M119

83M1

1985

M119

87M1

1989

M119

91M1

1993

M119

95M1

1997

M119

99M1

2001

M120

03M1

2005

M1

Time (monthly data)

Perc

entag

e cha

nge i

n mo

nthly

exch

ange

rate¥

/$

Opportunities and Challenges

Increased Volatilities Exposure has increased for the major players in the market as the

world economy have seen a major restructuring of financing transactions since march of 1973 (the beginning of floating rate arrangement).

The increased volatility of exchange rates and innovations in derivative products have created opportunities and challenges to corporations.

Friendly regulatory changes in 1980s that increased competition in the financial service industry.

Most firms have been able to rise up to the occasion and adapted to new challenges and prospered. Some have not fare so well and in extreme cases have become dinosaurs unable to adapt to environmental changes and faced extinction.

The Savings and Loans (S&L) and Laker’s Airline are the classic examples of the dinosaurs unable to manage their exposure.

Exhibit 1.2 1-year monthtly first difference forT/bils1953-2002

-5

-4

-3

-2

-1

0

1

2

3

Time (monthly data)

Bas

is P

oint

s

Laker’s Airline

The mismatch of revenue and cost, Where the revenue is denominated in one currency and

cost is incurred in another currency also create exposure for a firm.

A weak dollar in the early1970s made travel to United States a bargain for British travelers, raising revenue of Laker’s Airline.

The Laker’s Airline borrowed the U.S. dollar to purchase new aircrafts.

The Dollar strengthened against the British pound by the early 1980, thereby making travel to United States very expensive and increasing the pound cost of the dollar to service the dollar denominated debt. The Laker’s Airline was hit by a double whammy and forced the company into bankruptcy.

Spot

forwardswap

futures

Types of Market

Counterparty Credit Risk Management CCRM

CCRM system is composed of: Limits on the size of the exposure Haircut Setting margin; initial and variation margin Collateral Establishing risk identification, measurement, and

mitigation techniques

In order to assess credit risk and limit counterparty exposure

Hedge Fund & Intermediaries

Banks are exposed to counterparty credit risk due to their extension of credit to hedge fund, as well as having prime brokerage relationships.

Hedge funds are largely, unregulated private pool of capital provided by accredited investors, (wealthy individuals or institutional investors)

Characteristics of hedge funds

Four broadly defined attributes distinguishes hedge funds from other money management funds:

1. Trading strategies; short selling , derivatives, options, and other HLTS.

2. Liberal use of leverage, directly through the use of debt, or indirectly through leverage embedded with derivatives.

3. Opacity to outsider, absence of transparency.

4. Highly convex compensation, i.e., (2-and-20) set up, dual fee structure. Very high with good performance, but falls very little with poor performance.

Assets Under Management

Hedge Funds Facts

Hedge funds as of 2005 accounts: 89% of the trade in convertible debts 66% of distressed debts 33% of emerging markets debts 20% of speculative debts 58% of credit derivatives in 2006.

Hedge funds survival rate 85-95 percent 30 percent do not make it after 3-years

Systematic risk

Definition has been quite vague in the literature. A systematic crisis occurring, when a shock affect

considerable number of financial institutions, thereby impairing their ability to channel savings into promising investments.

Shocks in one part of the financial system leads to shock elsewhere, threatening the stability of the real economy.

Major damage to the financial system and the economy.

Collapse of LTCM Financial markets linkage to the real economy, create

systematic risk through players such as hedge funds and trading banks.

Optimal level of systematic risk is not zero.

Functions of Hedge funds

Liquidity providers, Risk arbitrage Price discovery Efficiency of intermediations

Markets for Real Assets

Markets for Financial Assets Examples of these markets are stock markets, bond markets and foreign exchange spot market, where the underlying asset is the spot exchange rates representing claim on the purchasing power of one currency relative to another currency.

Markets for Derivatives This market also is known as the sum zero game market, where the gain of one party is exactly equal to loss of another party. Derivatives derive their value from the underlying assets such as stocks, bonds, commodities or foreign currency spot exchange rates. The derivative markets perform two valuable functions: transferring risk and price discovery.

TYPES OF MARKETS

Wednesday, January 25, 2006. 9:53am CST

Bills MATURITY DATE DI SCOUNT/ YI ELDD DI SCOUNT/ YIELD CHANGE

3-Month 04/27/2006 4.31/4.42 0.01/ .015

6-Month 07/27/2006 4.36/4.51 -0.01/ .016

Notes/Bonds COUPON MATURITY DATE CURRENT PRICE/ YI ELD

PRICE/ YI ELD CHANGE

2-Year 4.375 12/31/2007 99-29+/4.42 -0-02+/.041

3-Year 4.375 11/15/2008 99-31¾/4.37 -0-03½/.043

5-Year 4.250 01/15/2011 99-15¼/4.37 -0-07/ .050

10-Year 4.500 11/15/2015 100-14+/4.44 -0-12+/.049

30-Year 5.375 02/15/2031 111-01+/4.63 -0-27+/.053

Source: www.bloomerg.com

Wednesday, January 25, 2006.

Interest Rate Futures Data Time Price

90 DAY EUROS Futures 2006-02 16:09:22 95.32

90 DAY EUROS Futures 2006-03 16:09:23 95.24

90 DAY EUROS Futures 2006-04 16:09:22 95.22

13-Week Treasury Bill Futures 2006-02 16:10:50 95.73

13-Week Treasury Bill Futures 2006-03 16:10:50 95.73

13-Week Treasury Bill Futures 2006-04 16:10:50 95.73

Source: Chicago Mercantile Exchange

Partial Lists of Contracts Traded in Four Different Futures Exchanges

LIFFE NYMEX CME CBOT STIR 14 Energy Related Currency Futures Long Term Bonds Long Term Bonds Contracts & Options Municipal Bond Index SWAPS Gold, Silver Interest Rate Futures Commodities Equity & Index Aluminum & Options 10 –years Notes Commodity Palladium Index Futures & Options & Futures Platinum Options Copper Commodity Futures & Options Weather Futures & Options

TYPES OF RISKS

Macro Risk Macro risk is the risk of being in the market, which cannot be

avoided but can be managed. Every firm domestic or multinational corporations MNCs face

macro economic induced risk such as: General turn down in economic activity, Changing political landscape, War and peace, Natural disaster or international terrorism that affect individual

attitude and expectations which in turn causes change in consumption, investment and financing decisions.

As the individual or firms attitude toward risk and uncertainty changes so is their attitude about how much save or consume and invest/or finance changes over time.

Foreign Exchange Risk

Foreign exchange risk is unique to MNCs as the foreign denominated cash inflows or outflows must at some times in future converted to domestic currency of the operating unit creating a windfall gains or losses.

Direct foreign investment (DFI) Portfolio investment in the form of stocks, bonds and bills and other short term

assets entail opportunities for greater return (exchange gains) and higher risk due to foreign exchange losses.

Currency exchange risk, the economic, transaction and accounting consequences of the fluctuation of exchange rates, strongly impacts many businesses in a variety of different ways.

In the early 1980's the tight monetary policy of Paul Volker, the chairman of the Federal Reserve resulted in high real interest rates in the U.S. compared to other countries.

This in turn resulted in a high value of the dollar compared to other currencies, making the U.S exports very expensive and unattractive for foreigners.

Caterpillar, found itself at a disadvantage compared to its main competition Komatsu, a Japanese manufacturer of hydraulic excavators.

Later in the 1980's the strong dollar eased inflationary pressure in the U.S. economy leading to lower inflationary expectations and a decline in the long-term U.S. interest rates.

Foreign Exchange Loss ------------------------------------------------------------------------------------------------------- Company Transaction Date Approximate Description (Home country) inducing Loss Loss Kashima Oil Futures 1993 $1.5 billion Speculative losses stemming from loss (Japan) of internal control

Abbott Lab Foreign Exchange 1993 $41.29 Million Loss due to Unfavorable

(U.S.A.) Exchange rate Telephones de Mexico Foreign Exchange 1994 $218 Million Loss due to

Unfavorable Exchange Rate

(Mexico) Movement

Bank Negara Futures 1993 $2.1 Billion Speculative Loss

in the foreign currency Futures

Allied Lyons Foreign 1991 $219 Million Speculative Loss

Exchange options from Unauthorized (U.K.) option hedging

Viking Star Foreign Exchange 1991 $31.4 Million Unfavorable

Exchange Rate (Bahamas) Movement Showa Shell Foreign Exchange 1993.02 $1.54 Billion Affiliate of Shell Conceals FX (Japan) Loss for years ------------------------------------------------------------------------------------------------------------ Source: company reports and various newspapers

(Malaysia)

Political risk

refers to changing political landscape and its effects on the way individuals or firms conduct business in the world market.

New political arrangements may impose various restrictions on the flow of goods and services.

The risk of takeover or expropriation of foreign owned assets or nationalization of foreign assets as proxy for political risk has been mitigated by a disciplining mechanism of the international capital market.

This risk was significant in the past and firms mostly multinationals used to spend precious resources for identifying, quantifying and micro managing it in cases involving acquisitions, foreign direct investment and portfolio investment.

Counterparty risk: The risk that one of the parties to the agency contract fails to perform for whatever reasons and does not fulfill its financial obligations.

Liquidity Risk: associated with lack of efficient secondary market in which a long or short position can be liquidated without substantial discount at current market price.

Credit Suisse First Boston counterparty to forward ruble/$ contract fails to deliver $ when Russian government freezes access to $ in august 1997.

Rollover Risk: the risk of being forced to close out the position without being able to renew the contract at the market prevailing price or rate.

This risk is also synonymous with the availability of the fund. For example a financial institution may extend a 6-months fixed

rate loan to a party and be able to fund the loan for 3-months, therefore the institution is exposed with the risk of availability (rollover) for the funding of the loan for the remainder of the next three months for which some type of hedging in the forward or futures market is necessitated to mitigate the risk of higher interest rate in the next 3-months.

Risk Risk: the risk of not knowing and understanding the ramification of the type of the agency relation one has entered and the risks entailed in such relationship. The risk of not understanding the risk of security the (long or short) position one has taken

Risk Management Process

1. Identification

2. Measurement/Assessment

3. Monitoring

4. Control/ Mitigation

Break down of Financial risks

Commercial Investment Treasury Retail Asset

Banking Banking Management Management Management

operational

Credit

Market

Credit Risk

The counterparty credit risk is a high frequency and low severity risk that is mitigated by banks through bad loan loss reserves.

Credit risk originates as the counterparties are unwilling or unable to fulfill their contractual obligations.

Operational Risk

The Basle Committee on Banking Supervision BCBS reported recently that,

“An informal survey …highlights the growing significance of risks other than credit and market risks, such as operational risk, which have been at the heart of some important banking problems in recent years.”

Few definitions:1. Any financial risk other than credit and market risk.2. Risk arising from operation, such as back office

problems, failure in processing transactions and in systems, and technology breakdown,

3. The risk of loss from failed internal processes, people, and systems, or from external events

Market Risk

Risk of sudden shock, which could damage the financial system that the wider economy would suffer is an example of systematic or market risk.

Contagious transmission of the shock due to actual or suspected exposure to a failing bank or banks. Followed by flight to quality.

Panicky behavior of depositors or investors or Interruption in the payment system

Liquidity Risk

Liquidity risk arises from asset liquidity and funding liquidity:

1. Asset liquidity risk. Associated with the absence of an efficient secondary market in which a long or short position can not be liquidated at the prevailing market price.

2. Funding liquidity risk. Arises when a firm is unable to rollover its maturing loan, unless substantial collateral is posted or rate increased.

Risk Interactions Assume that on December 31, XYZ has a spot

contract to buy £10 million in exchange for delivering $16.5 million in two business days from bank 1. This simple transaction has the following risks.

Market risk Credit risk Settlement risk Operational risk

XYZ Bank 1$16.5 M

£10 M

Market risk: Suppose after few hours exchange rate changes to $1.50/£. The trader cutes the position and enters a spot sale with Bank 2. The loss of $1500000 to be realized in two B/days.

Credit risk: The following day, Bank 2 goes bankrupt. XYZ enters a new trade with bank 3, and spot rate has fallen to $1.45/£, the gain of $500,000 with bank 2 is now at risk.

Herestat Risk

Settlement risk: Suppose XYZ bank wires $16.5 million in the morning to bank 1, who defaults at noon and does not deliver £10 million. This is known as Herestatt risk.

Operational risk: Suppose the XYZ bank wired the $16.5 million to a wrong bank. The back office gets the money back after 2 days. The loss of interest on the amount due is attributed to operational risk