Episode D/A Indefinite amount in investment fund / equity, sold $2.85B, 257 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001347601

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Cayman Islands exempted company

Name of Issuer

EPISODE INC

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
EPISODE INC
Street Address 1		Street Address 2
Walker House		87 Mary Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Grand Cayman	CAYMAN ISLANDS	KY1-9005	1-345-945-3727

3. Related Persons

Last Name	First Name	Middle Name
M&G General Partner Inc.	N/A
Street Address 1	Street Address 2
Walker House	87 Mary Street
City	State/Province/Country	ZIP/PostalCode
George Town	CAYMAN ISLANDS	KY1-9002

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

General Partner of the Master Fund, Episode L.P. ("GP")

Last Name	First Name	Middle Name
M&G Investment Management Limited	N/A
Street Address 1	Street Address 2
Governor's House	Laurence Pountney Hill
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC4R OHH

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Investment Manager of the Issuer ("IM")

Last Name	First Name	Middle Name
Rumboll	Robin
Street Address 1	Street Address 2
Windsor House
City	State/Province/Country	ZIP/PostalCode
St. Lawrence	JERSEY	JE3 1NL

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the GP and the Issuer

Last Name	First Name	Middle Name
Goodwin	Carol
Street Address 1	Street Address 2
La Maison Wins	Clos du Roi
City	State/Province/Country	ZIP/PostalCode
St. Peter Port	GUERNSEY	GY1 1PB

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the GP and the Issuer

Last Name	First Name	Middle Name
Waters	David
Street Address 1	Street Address 2
Green Lanes	Pontau Bre
City	State/Province/Country	ZIP/PostalCode
St. Peter	JERSEY	JE3 7DL

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the GP and the Issuer

Last Name	First Name	Middle Name
Dorey	Rupert
Street Address 1	Street Address 2
Le Camptrehard	Rue des Rocquettes
City	State/Province/Country	ZIP/PostalCode
St. Andrews	GUERNSEY	GY6 8SH

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the GP and the Issuer

Last Name	First Name	Middle Name
Speirs	Grant	R.
Street Address 1	Street Address 2
Fraser Suites	75 Stanhope Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW7 5RN

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
Ashplant	Anthony	J.
Street Address 1	Street Address 2
Glebe House	Hoo Park Whitwell
City	State/Province/Country	ZIP/PostalCode
Hertfordshire	UNITED KINGDOM	SG4 8HN

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Compliance Officer and Director of the IM

Last Name	First Name	Middle Name
Jones	David	Gareth
Street Address 1	Street Address 2
17 Salisbury Avenue
City	State/Province/Country	ZIP/PostalCode
Cheam, Surrey	UNITED KINGDOM	SM1 2DH

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
Scrine	Leslie	J.
Street Address 1	Street Address 2
23 Chatsworth Road
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W4 3HY

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
Lewis	Martin
Street Address 1	Street Address 2
Elderfield, Greenway, Hutton
City	State/Province/Country	ZIP/PostalCode
Brentwood, Essex	UNITED KINGDOM	CM13 2NR

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
McLintock	Michael	G.
Street Address 1	Street Address 2
The Old Rectory	Rectory land
City	State/Province/Country	ZIP/PostalCode
Longworth, Abingdon	UNITED KINGDOM	OX13 5 DZ

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer of the IM

Last Name	First Name	Middle Name
Moore	Martin	R.
Street Address 1	Street Address 2
3 Ripley Close
City	State/Province/Country	ZIP/PostalCode
Bickley, Kent	UNITED KINGDOM	BR1 2TZ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
Pilcher	Simon	H.
Street Address 1	Street Address 2
Green End Barn, Wood End	Green, Henham, Bishops
City	State/Province/Country	ZIP/PostalCode
Stortford, Hertfordshire	UNITED KINGDOM	CM22 6AY

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

Last Name	First Name	Middle Name
McClelland	Jonathan	P.
Street Address 1	Street Address 2
18 Guildford Grove
City	State/Province/Country	ZIP/PostalCode
Greenwich	UNITED KINGDOM	SE10 8JT

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Secretary of the IM

Last Name	First Name	Middle Name
Nott	William	J.
Street Address 1	Street Address 2
13 Patten Road
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW18 3RH

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of the IM

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

X	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose		X	Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
Rule 504 (b)(1)(i)	X	Rule 506
Rule 504 (b)(1)(ii)		Securities Act Section 4(5)
Rule 504 (b)(1)(iii)	X	Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)   Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) X Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2005-08-02	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	X	Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Capital Growth Advisors LLC	41847
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1212 Avenue of the Americas	Suite 1601
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10036
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$2,847,271,939	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

257

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,302,109	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The sales commissions reported above include ongoing servicing fees.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$137,000 USD X Estimate

Clarification of Response (if Necessary):

Amount reflects aggregate annual fee paid to Directors of the GP of the Master Fund. The GP of the Master Fund receives a Mgmt fee of 1.5% p.a. of NAV and perf. fee of 20% of net profits.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
EPISODE INC	/s/ Carol P. Goodwin	Carol P. Goodwin	Director	2012-03-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.