Compass Re Ltd., the Issuer, is a Bermuda exempted company licensed as a special purpose insurer under the Bermuda Insurance Act 1978, as amended. Compass Re Ltd. was incorporated in Bermuda as an exempted company on October 11, 2011 and has its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda.

The purpose of the Offering of the Notes is to obtain capital to deposit into the Collateral Accounts to provide the Issuer with funds to support its obligations under the Reinsurance Agreements with the Ceding Insurer, including its obligation to fund the Reinsurance Trust Accounts.

$400,000,000 Series 2012-1 Class 1 Principal At-Risk Variable Rate Notes due January 08, 2015