Copy Number:_______________For The ExclusiveUseof:______________________

PROSPECTUS__________

THE BB FUND SPC(An exempted company organized under the laws of the Cayman Islands and

registered as a segregated portfolio company)

Updated as at August 2004

Registrar and Transfer Agent: UBS Fund Services (Cayman) Ltd.

Portfolio Manager:BB DTVM S.A. (Rio de Janeiro)

Investment Advisor:Brasilian American Merchant Bank (Cayman Islands)

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REGULATORY NOTES

THIS PROSPECTUS (THE “PROSPECTUS”) MUST BE READ IN ITS ENTIRETY, ISSTRICTLY CONFIDENTIAL AND IS SUPPLIED FOR THE EXCLUSIVE USE OF THE RECIPIENT.UNDER NO CIRCUMSTANCES SHOULD IT BE COPIED OR DISTRIBUTED TO ANY PERSONOTHER THAN THE RECIPIENT’S ACCOUNTING, INVESTMENT, LEGAL OR TAX OR OTHERADVISERS.

THIS PROSPECTUS CONTAINS INFORMATION ABOUT THE BB FUND SPC (THE“FUND”) FOR THE PURPOSE OF GIVING INFORMATION TO PROSPECTIVE SHAREHOLDERS(THE “SHAREHOLDERS”). THE THIRTY SIX (36) CLASSES OF PARTICIPATING, NON-VOTING,REDEEMABLE SHARES (THE “SHARES”), EACH OF WHICH IS REFERABLE TO A DIFFERENTSEGREGATED PORTFOLIO (WHICH SHALL BE COLLECTIVELY REFERRED TO HEREIN ASTHE “SUB-FUNDS” AND EACH A “SUB-FUND”) OF THE FUND, AVAILABLE FOR PURCHASEBY PROSPECTIVE SHAREHOLDERS ARE OFFERED ON THE BASIS OF THE INFORMATIONCONTAINED IN THIS PROSPECTUS, AND ANY FURTHER INFORMATION GIVEN ORREPRESENTATIONS MADE BY ANY PERSON SHOULD NOT BE CONSIDERED AS BEINGAUTHORIZED BY THE FUND AND SHOULD NOT BE RELIED ON.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANYSECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION ORANY OTHER REGULATORY BODY NOR HAS ANY SECURITIES AND EXCHANGECOMMISSION OR ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORYBODY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANYREPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE,SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVINGBEEN AUTHORIZED BY THE FUND, THE REGISTRAR AND TRANSFER AGENT, THEPORTFOLIO MANAGER, THE ADVISOR OR OTHER AGENTS OF THE FUND OR ANY SUB-FUND.

THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO ANYPERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOTAUTHORIZED, THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDERSHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN ISCORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAXADVISORS IN DETERMINING ALL TAX CONSEQUENCES WITH RESPECT TO THEIR OWNPARTICULAR CIRCUMSTANCES UNDER THE LAWS OF THE JURISDICTIONS OF WHICHTHEY ARE CITIZENS, RESIDENTS OR DOMICILIARIES OR IN WHICH THEY CONDUCTBUSINESS.

THE SHARES MAY NOT BE OFFERED AS A PART OF AN INVITATION TO THE PUBLICOF THE CAYMAN ISLANDS (WHICH DOES NOT EXCLUDE AN EXEMPTED OR ORDINARYNON RESIDENT COMPANY OR OTHER SUCH NON-RESIDENT ENTITY ESTABLISHED IN THECAYMAN ISLANDS FROM INVESTING).

THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THESECURITIES ACT OF 1933 OF THE UNITED STATES, AS AMENDED, NOR HAS THE FUNDBEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940 ASAMENDED AND, EXCEPT IN A TRASACTION WHICH DOES NOT VIOLATE SUCH ACTS, MAYNOT DIRECTLY OR INDIRECTLY BE OFFERED, SOLD OR DELIVERED IN THE UNITEDSTATES OR TO OR FOR THE ACCOUNT OF A US PERSON. NOTWITHSTANDING THEFOREGOING, THE FUND MAY ARRANGE FOR THE PRIVATE PLACEMENT OF SHARES TO

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INVESTORS WHO ARE IN THE UNITED STATES OR WHO ARE US PERSONS, IF AMONGOTHER THINGS, PRIOR TO THE ACQUISITION OF SUCH SHARES, EACH SUCH INVESTORDELIVERS TO THE FUND A COMPLETED SUBSCRIPTION AGREEMENT CONTAININGCERTAIN REPRESENTATIONS AND AGREEMENTS IN ACCORDANCE WITH UNITED STATESLAW. SUCH SUBSCRIPTION AGREEMENT SHALL ACKNOWLEDGE, REPRESENT ANDWARRANT THAT (INTER ALIA) THE INVESTOR IS AN ‘ACCREDITED INVESTOR’ AS DEFINEDIN REGULATION 230.501 (A) PROMULGATED UNDER THE 1933 ACT.

THE SHARES OF THE FUND WILL NOT BE REGISTERED UNDER APPLICABLEBRAZILIAN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, REDEEMED ORTRANSFERRED IN BRAZIL.

The Fund is not a recognised collective investment scheme (CIS) for the purposes ofSection 264 of the Financial Services and Market Act 2000 of the United Kingdom (the ‘’Act’’). Thepromotion of the Fund and the distribution of this Prospectus in the United Kingdom is accordinglyrestricted by law. This Prospectus is being issued in the United Kingdom by the Fund to, and/or isdirected at, person to whom it may lawfully be issued or directed under The Financial Services andMarkets Act 2000 (Financial Promotion) Order 2001 including person who are authorised under theAct (‘’authorised person’’), certain persons having professional experience in matters relating toinvestments, high net worth companies, high net worth incorporated associations or partnership,trustees of high value trusts and persons who qualify as certified sophisticated investors. TheShares are only available to such persons in the United Kingdom and the Prospectus must not berelied or acted upon by any other persons in the United Kingdom. In order to qualify as a certificatesophisticated investor a person must: a) have a certificate in writing or other legible form signed byan authorised person to the effect that he is sufficiently knowledgeable to understand the risksassociated with participating in unrecognised collective investment schemes and b) have signed,within the last 12 months, a statement in a prescribed form declaring, amongst other things, that hequalifies as a sophisticated investor in relation to such investments. This Prospectus is exempt fromthe general restriction in Section 21 of the Act on the communication of invitations or inducementsto engage in investment activity on the grounds that is being issued to and/or directed at only thetypes of person referred to above. The content of this Prospectus has not been approved by anauthorised and such approval is, save where this Prospectus is directed at or issued to the types ofperson referred above, required by Section 21 of the Act. Any person who is in any doubt aboutinvesting in the Shares should consult an authorised person specialising in advising on authorisedperson specialising in advising on such investments.

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Table of Contents

I SUMMARY

II DEFINITIONS

III THE OFFERING

IV PRINCIPALS

V NET ASSET VALUE, SUBSCRIPTION AND REDEMPTION

VI GENERAL TERMS

VII FEES, COMPENSATION AND EXPENSES

VIII SALES RESTRICTIONS

IX MISCELLANEOUS

EXHIBIT A – SUBSCRIPTION AGREEMENT FOR NON-U.S. PERSONS A-1

EXHIBIT B – REDEMPTION REQUEST B-1

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I – SUMMARY

THE BB FUND SPC (the “Fund”) was incorporated on 19th October 1994 and is an open-ended company organized as an exempted limited liability company under the laws of the CaymanIslands. The Fund was registered as a segregated portfolio company in August 2004. Theregistered office of the Fund is located at P.O. Box 852GT, UBS House, 227 Elgin Avenue, GrandCayman, Cayman Islands.

The primary objective of the Fund for each of its Sub-Funds is to seek capital appreciationand high yield by investing mostly in debt and equity securities or instruments traded in local orinternational securities market, issued or guaranteed by private or public entities. The Fund, actingfor and on behalf of the Sub-Funds, may also (i) invest in commodities and their respective forwardand future contracts and repurchase agreements; (ii) purchase and sell call and put options onstocks and commodities; (iii) enter into forward currency contracts and currency futures contracts,as well as purchase and sell call or put options on foreign currency; (iv) enter into interest ratehedging transactions such as interest rate futures contracts, interest rate swaps and the purchaseor sale of interest rate caps and floors, (v) invest in long term real estate holdings; and (vi) invest inany other derivative instruments it may deem fit, all in accordance with the Fund’s primary objectivefor each of its Sub-Funds.

In order to enable the investors to invest under professional management in accordancewith their convenience and investment profile, the Fund will issue different classes (“Classes”) ofShares, each of which is referable to a different segregated portfolio (which shall be collectivelyreferred to herein as the “Sub-Funds” and each a “Sub-Fund”) of the Fund, each of which in turnoperates as an open-ended fund with its own portfolio, rights and value. Therefore, the multi-segregated portfolio structure adopted by the Fund allows each investor to allocate investmentfunds between types of investment according to his investment profile and expectations.

The Companies Law, as amended, of the Cayman Islands and the Articles of Association ofthe Fund provide that the Fund may offer Shares from separate Sub-Funds each representinginterests in a particular segregated portfolio. Each Sub-Fund will have a separate and distinctportfolio of investments and more than one Class and series of Shares may be issued in respect ofany Sub-Fund. The assets and liabilities of the Fund held within or on behalf of the relevant Sub-Fund will be segregated from the assets and liabilities of the Fund held within or on behalf of anyother Sub-Fund. Separate books and records will be maintained for each Sub-Fund.

The Fund may, from time to time, create additional Sub-Funds as the Directors determine,in their sole discretion. Details of any Sub-Funds created in the future will be as set out in theapplicable prospectus for such other Sub-Funds. Since the Fund constitutes a single legal entity,Sub-Funds within the Fund do not constitute legal entities separate from the Fund.

The Fund may operate or have its assets held on its behalf or be subject to claims in otherjurisdictions that may not necessarily recognise such segregation.

At the date of this Prospectus, the Fund is offering thirty six (36) Classes of Shares, each ofwhich is referable to a different Sub-Fund, as follows:

Class Sub-Fund

A – BB Brazilian Equities Segregated Portfolio AB – BB Emerging Markets Segregated Portfolio BC – BB Brazilian Securities Segregated Portfolio CD – BB Brazilian International Debt Segregated Portfolio DE – BB Brazilian Fixed Income Segregated Portfolio EF – BB American Risk Segregated Portfolio FG – BB Brazilian High Yield Segregated Portfolio GH – BB Money Market Segregated Portfolio H

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I – BB Global XIV Segregated Portfolio IJ – BB Dow Jones Segregated Portfolio JK – BB Global I Segregated Portfolio KL – BB Global II Segregated Portfolio LM – BB Global III Segregated Portfolio MN – BB Nasdaq Segregated Portfolio NO – BB Global IV Segregated Portfolio OP – BB Global V Segregated Portfolio PQ – BB Global VI Segregated Portfolio QR – BB Euro Segregated Portfolio RS – BB S&P500 Segregated Portfolio ST – BB Global VII Segregated Portfolio TU – BB Global VIII Segregated Portfolio UV – BB Global IX Segregated Portfolio VW – BB Global X Segregated Portfolio WX – BB Global XI Segregated Portfolio XY – BB Global XII Segregated Portfolio YZ – BB Global XIII Segregated Portfolio ZBA – BB Global XV Segregated Portfolio BABB – BB Global XVI Segregated Portfolio BBBC – BB Global XVII Segregated Portfolio BCBD – BB Global XVIII Segregated Portfolio BDBE – BB Global XVIV Segregated Portfolio BEBF – BB Global XX Segregated Portfolio BFBG – BB Global XXI Segregated Portfolio BGBH – BB Global XXII Segregated Portfolio BHBI – BB Global XXIII Segregated Portfolio BIBJ – BB Global XXIV Segregated Portfolio BJ

The specific objective of each Class of Shares and each corresponding Sub-Fund is asfollows:

Class “ A ” – BB BRAZILIAN EQUITIES Shares, which is designed to providesophisticated investors with the opportunity of investing primarily in Brazilian or other emergingeconomies equity securities under professional management. Market conditions may make itadvisable for the Fund to maintain significant liquidity in fixed income securities or other debtinstruments in Brazil or abroad pending reinvestment. The principal investment objective is capitalappreciation.

Class “ B ” - BB EMERGING MARKETS Shares, which is designed to providesophisticated investors with the opportunity of investing in fixed income securities or other debtinstruments issued by “emerging markets” private or public established entities such as TimeDeposits and Overnight Deposits, under professional management. The objective is to seek highyield by investing primarily in fixed income instruments.

Class “ C ” - BB BRAZILIAN SECURITIES Shares, which is designed to providesophisticated investors with the opportunity of investing primarily in Brazil-related fixed incomesecurities or other debt instruments and a wide spectrum of derivative instruments, as well as inBrazilian equity securities, issued locally or abroad, under professional management. The objectiveis to seek a high yield by investing in high yield securities, and capital appreciation in transactionswith these securities.

Class “ D ” – BB BRAZILIAN INTERNATIONAL DEBT Shares, which is designed toprovide sophisticated investors with the opportunity of investing under professional management, infixed income securities or other debt instruments issued by private or public Brazilian entities,traded in the international securities markets. This class will primarily invest in public debt and fixedincome instruments issued by private companies, such as bonds, notes, commercial papers,certificates of deposits, Brady Bonds, etc. The investments will mainly be made in the internationalsecurities markets. However, market conditions may make advisable for the Fund to maintain

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significant liquidity in fixed income securities in Brazil or abroad pending investment orreinvestment.

Class “ E ” – BB BRAZILIAN FIXED INCOME Shares, which is designed to providesophisticated investors with the opportunity of investing in fixed income or other debt instrumentsissued in emerging markets, under professional management. The objective is to seek high yield byinvesting primarily in fixed income instruments. However, market conditions may make it advisablefor the Fund to maintain significant liquidity in fixed income securities in Brazil or abroad pendinginvestment or reinvestment.

Class “ F ” – BB AMERICAN RISK Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in United States fixed income securities issuedby public or private United States entities or other debt instruments and a wide spectrum ofderivative instruments, under professional management. The objective is to seek capitalappreciation in transactions with these securities. It is the intention of the Fund to maintain most ofthe Class “F” Share assets invested principally in Treasury Bonds.

Class “ G ” – BB BRAZILIAN HIGH YIELD Shares, which is designed to providesophisticated investors with the opportunity of investing primarily in Brazil-related fixed incomesecurities or other debt instruments, such as Commercial Papers and Eurobonds, and in a widespectrum of derivative instruments, as well as in Brazilian equity securities, issued locally or abroad,under professional management. The objective is to seek a high yield by investing in high yieldsecurities, and capital appreciation in transactions with these securities. It is the intention of theFund to maintain most of the Class “G” Share assets invested principally in Brazil-related debtsecurities, equity securities, obligations and transactions using derivatives in a way to generatefixed income results. However, market conditions may make it advisable for the Fund to maintainsignificant liquidity in fixed income securities in Brazil or abroad pending investment orreinvestment. All Class “G” Share assets (including leveraged positions) may be investedprimarily in Brazilian securities and derivatives denominated in local currency.

Class “ H ” – BB MONEY MARKET Shares, which will invest primarily in fixed incomesecurities or other debt instruments issued by international private or public entities, such as TimeDeposits and Overnight Deposits. This Class is designed to provide sophisticated investors with theopportunity of maximizing their current income to the extent consistent with the preservation ofcapital and the maintenance of liquidity by investing in short-term fixed income securities, moneymarket securities and instruments mostly denominated in US Dollars.

Class “ I ” – BB GLOBAL XIV Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ J ” – BB DOW JONES Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities traded on the American StockExchange – AMEX, under professional management. The principal investment objective is capitalappreciation.

Class “ K ” – BB GLOBAL I Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ L ” – BB GLOBAL II Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ M ” – BB GLOBAL III Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private or

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public entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ N ” – BB NASDAQ Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities traded on the American Stock Exchange –AMEX, under professional management. The principal investment objective is capital appreciation.

Class “ O ” – BB GLOBAL IV Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ P ” – BB GLOBAL V Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ Q ” – BB GLOBAL VI Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ R ” – BB EURO Shares, which is designed to provide sophisticated investors withthe opportunity of investing primarily in fixed income securities issued by private or public entities,denominated in EURO in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ S ” – BB S&P500 Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities traded in the American Stock Exchange –AMEX, under professional management. The principal investment objective is capital appreciation.

Class “ T ” – BB GLOBAL VII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ U ” – BB GLOBAL VIII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ V ” – BB GLOBAL IX Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ W ” – BB GLOBAL X Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ X ” – BB GLOBAL XI Shares, which is designed to provide sophisticated investorswith the opportunity of investing primarily in equities and fixed income securities issued by private orpublic entities, traded in the international securities markets, under professional management. Theprincipal investment objective is capital appreciation.

Class “ Y ” – BB GLOBAL XII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued by

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private or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ Z ” – BB GLOBAL XIII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BA ” – BB GLOBAL XV Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BB ” – BB GLOBAL XVI Shares, , which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in fixed income securities issued by private orpublic entities, denominated in EURO in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BC ” – BB GLOBAL XVII Shares, , which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in fixed income securities issued by private orpublic entities, denominated in EURO in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BD ” – BB GLOBAL XVIII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BE ” – BB GLOBAL XIX Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BF ” – BB GLOBAL XX Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BG ” – BB GLOBAL XXI Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BH ” – BB GLOBAL XXII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BI ” – BB GLOBAL XXIII Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

Class “ BJ ” – BB GLOBAL XXIV Shares, which is designed to provide sophisticatedinvestors with the opportunity of investing primarily in equities and fixed income securities issued byprivate or public entities, traded in the international securities markets, under professionalmanagement. The principal investment objective is capital appreciation.

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The Fund, at the sole discretion of its Directors, may, at any time in the future, create andissue new Classes of Shares and/or new Sub-Funds, with their own differentiated rights, feestructure and investment portfolio with other or similar investment objectives or other terms andconditions, provided, however, that the issuance of any such additional Class or Classes of Sharesor the creation of such new Sub-Funds shall not, at the time of issuance, adversely affect the rightsof existing Shareholders.

The Fund may also appoint advisors to advise as to investments of any Classes of Sharesand/or Sub-Funds, at any time it may deem fit for the Fund or the relevant Sub-Fund to seek suchadvice, the Directors having absolute discretion as to the selection of said advisors and thedefinition of their services and fees.

The Fund, acting for and on behalf of the Sub-Funds, has entered into the followingagreements:

(a) An investment advisory and management agreement (the “Investment AdvisoryAgreement”) with Brasilian American Merchant Bank (the “Advisor”). The Advisormay sub-contract the provision of advisory services for specific areas and/ormarkets.

(b) An investment management agreement with BB Administração de Ativos -Distribuidora de Títulos e Valores Mobiliários S.A (“BB DTVM”), a companyduly incorporated under the laws of Brazil and authorized to function as broker-dealer by the Central Bank of Brazil and the CVM (“Comissão de ValoresMobiliários”, the Brazilian Securities Exchange Commission) to act as aninvestment advisor, portfolio manager and administrator (except for such dutiescarried out by the Registrar and Transfer Agent). BB DTVM also acts as theBrazilian Portfolio Administrator, as defined hereunder.

(c) A registrar and transfer agency agreement (the “Registrar and Transfer AgencyAgreement”) with UBS Fund Services (Cayman) Ltd. (the “Registrar and TransferAgent”).

Copies of the above referred contracts, the Memorandum and Articles of Association of theFund, the last audited financial statements of the Fund or Sub-Funds (when applicable), and anyagreements that the Fund may (acting for and on behalf of the Sub-Funds) enter into, and theCompanies Law and the Mutual Funds Law, each as amended, of the Cayman Islands will beavailable for inspection at the offices of the Registrar and Transfer Agent during normal businesshours on any Business Day in the Cayman Islands.

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II – DEFINITIONS

Accredited Investor: under Securities and Exchange Commission Regulation D, a wealthyinvestor who does not count as one of the maximum of 35 people allowed to put money intoa Private Limited Partnership. To be accredited, such investor must have a net worth of atleast $1 million or an annual income of at least $200,000, or must put at least $150,000 intothe deal, and the investment must not account for more than 20% of the investor’s worth.

Advisor: Brasilian American Merchant Bank.

Brazilian Portfolio Administrator: BB DTVM.

Business Day: is any day on which banks are authorized to open in New York City,Cayman Islands, Rio de Janeiro and São Paulo, and any city of the stock exchange orexchanges where the Fund’s investments are made.

Certificate of Deposit (CD): debt instrument issued by a bank that usually pays interest.

CMN: “Conselho Monetário Nacional”. The Brazilian Government National MonetaryCouncil.

CVM: “Comissão de Valores Mobiliários”. The Brazilian Securities and ExchangeCommission.

Dealing Day: Every Business Day of any calendar month.

Directors: The directors of the Fund.

Fixed Income: security that pays a fixed rate of return. This usually refers to government,corporate or municipal bonds, which pay a fixed rate of interest until bonds mature andpreferred stock, paying a fixed dividend.

Fund: The BB Fund SPC.

Management Shares: Non-participating, voting shares of par value US$1.00 each, havingthe rights and obligations specified in this Prospectus.

Net Asset Value or NAV: is the total assets, including all cash and equivalents, of eachSub-Fund, less its total liabilities, which includes any reserves required for contingenciesand any Performance Fee attributable to such Sub-Fund.

Net Asset Value per Share or NAVPS: is the NAV of the relevant Sub-Fund that isproperly attributable to the Class of Shares of which that Share forms a part, divided by thetotal number of Shares of that Class issued and outstanding.

Portfolio Manager: BB DTVM.

Prospectus: This offering document for the purchase of Shares in the Fund, as the samemay be amended or updated from time to time.

Redemption Day: Every Business Day of any calendar month.

Registrar and Transfer Agent: UBS Fund Services (Cayman) Ltd.

Shares: Participating, redeemable, non-voting Class “A”, Class “B”, Class ”C”, Class “D”,Class “E”, Class “F”, Class “G”, Class “H”, Class “I”, Class “J”, Class “K”, Class “L”, Class“M”, Class “N”, Class “O”, Class “P”, Class “Q”, Class “R”, Class “S”, Class “T”, Class “U”,

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Class “V”, Class “W”, Class “X”, Class “Y”, Class “Z”, Class “BA”, Class “BB”, Class “BC”,Class “BD”, Class “BE”, Class “BF”, Class “BG”, Class “BH”, Class “BI” and Class “BJ”shares offered pursuant to this Prospectus, each of which is referable to a separate Sub-Fund as specified under “Summary” above.

Sub-Fund: A segregated portfolio of the Fund, which is segregated and kept separate fromeach other segregated portfolio or Sub-Fund of the Fund, to which assets and liabilities andincome and expenditure attributable or allocated to such Sub-Fund shall be applied orcharged, and in respect of which investors may subscribe for such corresponding Class ofShares as specified in “Summary” above.

Time Deposit (TD): saving account held in a financial institution for a fixed term or withunderstanding that the depositor can withdraw only by giving notice.

United States: The United States of America, its territories, possessions and all areassubject to its jurisdiction.

US Person: A citizen or resident of the United States, a partnership or existing under thelaws of any state, territory or possession of the United States or any estate or trust incomeof which is subject to United States income tax regardless of its source.

US Dollars, Dollars or US$: The lawful currency of the United States of America.

EURO or €: The lawful currency of the member states of the European Union that adopt orhave adopted the single currency in accordance with the Treaty establishing the EuropeanCommunity (signed in Rome on March 25, 1957), as amended by the Treaty on EuropeanUnion (signed in Maastricht on February 7, 1992).

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III – THE OFFERING

1. Investment Objectives

The primary objective of the Fund for each of its Sub-Funds is to seek capital appreciationand high yield by investing mostly in debt and equity securities or instruments traded in Brazilian orinternational securities markets, issued or guaranteed by private or public entities. The Fund, actingfor and on behalf of the Sub-Funds, may also (i) invest in commodities and their respective forwardand future contracts and repurchase agreements; (ii) purchase and sell call and put options onstocks and commodities; (iii) enter into forward currency contracts and currency futures contracts,as well as purchase call or put options on foreign currency; (iv) enter into interest rate hedgingtransactions such as interest rate futures contracts, interest rate swaps and the purchase or sale ofinterest rate caps and floors; and (v) invest in any other derivative instruments as it may deem fit, allin accordance with the Fund’s primary objective, for each of its Sub-Funds.

The Fund is designed to provide sophisticated investors with the opportunity of investing inso-called emerging markets with great potential and in other international markets.

Investing in emerging economies, including the Brazilian securities and equity markets, aswell as in other Brazil-related instruments, may be attractive because such investing currently offersfavorable opportunities. Due to the exposure to emergent economies, the Sub-Funds can presentvolatility, which also involves risk. . No assurance can be given that the Fund’s investment objectivefor the Sub-Funds will be realized.

Notwithstanding the above, the Fund may, either for strategic or protective reasons,liquidate the Sub-Funds’ positions in high risk investments and, regardless of the Classes of Sharesinvolved, invest the proceeds in high liquidity investments, such as “T-Bills”, dollar denominatedtime deposits, etc.

2. Classes of Shares

Class “A”, Class “C”, Class “D”, Class “E”, Class “F”, Class “L”, Class “P” and Class“R” Shares will be available for subscription at the NAVPS determined on the Dealing Day followingreceipt by the Registrar and Transfer Agent of cleared subscription funds and a duly completedform of the Subscription Agreement. Following calculation of the relevant NAVPS, the Fund willissue only whole Shares representing the amount of subscription funds received.

The Fund will offer Class “B”, Class “G”, Class “H”, Class “I”, Class “J”, Class “K”, Class“M”, Class “N”, Class “O”, Class “Q”,” Class “S”, Class “T”, Class “U”, Class “V”, Class “W”, Class“X”, Class “Y”, Class “Z”, Class “BA”, Class “BB”, Class “BC”, Class “BD”, Class “BE”, Class “BF”,Class “BG”, Class “BH”, Class “BI” and Class “BJ” Shares at a subscription price of US$ 1,000.00per Share of each relevant Class. After the first issue of such Shares, Class “B”, Class “G”, Class“H”, Class “I”, Class “J”, Class “K”, Class “M”, Class “N”, Class “O”, Class “Q”,” Class “S”, Class “T”,Class “U”, Class “V”, Class “W”, Class “X”, Class “Y”, Class “Z”, Class “BA”, Class “BB”, Class “BC”,Class “BD”, Class “BE”, Class “BF”, Class “BG”, Class “BH”, Class “BI” and Class “BJ” Shares willbe available for subscription at the NAVPS determined on the Dealing Day following receipt by theRegistrar and Transfer Agent of cleared subscription funds and a duly completed form of theSubscription Agreement. Following calculation of the relevant NAVPS, the Fund will issue onlywhole Shares representing the amount of subscription funds received.

Shares will be sold directly by the Fund on a self-underwritten basis or on its behalf bycertain dealers to be appointed from time-to-time by the Fund, on a best-efforts basis, provided,however, that any dealer or any third parties interested in selling the Shares shall be qualified tomake such sales in the jurisdictions where Shares are eligible to be offered.

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In the event that an investor acquires Shares through a distributor, such investor must creditsuch subscription monies to a nominated account in the name of the Fund or relevant Sub-Fund orto a joint account in the name of the Fund or relevant Sub-Fund and the distributor. The Fund andthe Sub-Funds shall not be responsible for any loss whatsoever that any investor may incur due topayment of subscription monies to an account solely in the name of the distributor or any other thirdparty.

3. Segregated Portfolios

The Directors have established or will establish a segregated portfolio for each Sub-Fund,with each segregated portfolio being designated by reference to each Sub-Fund.

The proceeds from the issue of Shares for each Class will be applied in the books of therelevant Sub-Fund established for that Class. The assets and liabilities and income andexpenditure attributable to that Sub-Fund shall be applied to such Sub-Fund and, subject to theprovisions of the Articles of Association of the Fund, to no other Sub-Fund.

Where any asset is derived from another asset (whether cash or otherwise) such derivativeasset shall be applied in the books of the Fund to the same Sub-Fund as the asset from which it isderived, and on each revaluation of an asset the increase or diminution in value shall be applied tothe same Sub-Fund and, subject to the provisions of the Articles of Association, to no other Sub-Fund.

The assets held in each Sub-Fund shall be applied solely in respect of the liabilities of suchSub-Fund. Any surplus in such Sub-Fund shall be held, subject to the provisions of the Articles ofAssociation, for the benefit of the Shareholders of the relevant Sub-Fund.

In the case of any asset or liability which the Directors do not consider is attributable to aparticular Sub-Fund, the Directors shall have discretion to determine the basis on which any assetor liability shall be allocated between or among Sub-Funds and the Directors shall have power atany time and from time to time to vary such basis.

As each Sub-Fund constitutes a separate segregated portfolio, none of the Advisor,Portfolio Manager, Registrar and Transfer Agent or any other creditor (including, without limitation,the Shareholders) are permitted to seek recourse to the assets of a Sub-Fund for the purpose ofsatisfying the liabilities of other Sub-Funds.

4. Investment Criteria for the Classes of Shares

The Classes are created to provide sophisticated investors with different opportunities ofinvesting in international markets, according to the investment profile of each Class defined in thisProspectus.

In order to hedge against market and foreign exchange risks, the Sub-Funds may enter intoany available market transaction which may include, but not be limited to forward foreign currencyexchange contracts and currency futures contracts, as well as purchase call or put options onforeign currency. The Sub-Funds may buy and write covered put or call options on stock, stockindexes or other assets it might be holding in its portfolio and may trade in any equity relatedinstruments to be developed from time to time. The Sub-Funds may also, for hedging purposes,trade in interest rate futures contracts, interest rate swaps and the purchase or sale of interest ratecaps and floors. Moreover, the Sub-Funds may invest in any instrument to be developed from timeto time, to the extent that trading such instrument is consistent with the Classes’ objectives.

It is likely that new alternatives in fixed income obligations will be created. The transitionfrom the present situation is expected to generate many opportunities to achieve capital gains.

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(a) Leverage

The Sub-Funds are authorized to use leverage and may buy securities on margin andborrow money by obtaining loans or the issuance of debt securities. There are no restrictions as toborrowing for the purpose of enlarging the total size of the investment portfolio of any of the Classesof Shares. Such borrowings may be secured by up to 100% of the respective Class of Sharesassets (including the amounts borrowed). Leveraging by the Sub-Funds creates an opportunity forgreater returns but also increases volatility of its portfolio. The money borrowed by a Sub-Fund issubject to interest costs, which may or may not be exceeded by the income from the investmentsmade with such borrowing. Leverage may be used by a Sub-Fund either to maximize the yield ofthe Sub-Fund’s investments or to provide additional required liquidity in case of redemption.

The rights of any lenders to a Sub-Fund to receive payments of interest on and repaymentsof principal of such borrowings are senior to the rights of the Shareholders of the respective Classesof Shares to receive dividends and to redeem Shares, and the terms of any borrowing may containprovisions which limit certain activities of the relevant Sub-Fund in respect of the Shares, including,but not limited to, the payment of distributions to Shareholders and the ability of the Sub-Fund toredeem Shares. However, in the event that, during liquidation of the Fund or any Sub-Fund, therestriction limiting the seniority of the creditors to only the respective Class of Shares involvedcannot be upheld, the rights of the creditors will take seniority over the rights of the Shareholders intotal. Interest payments and fees incurred in connection with borrowing will reduce the amount ofnet income available for payment to the Shareholders of the respective Class of Shares.

The Fund and the Portfolio Manager will ensure that the maximum liabilities generated bythe use of leverage by a Sub-Fund do not exceed the total equity of the respective Class of Shares.

(b) Asset Lending

In order to generate additional income, a Sub-Fund may lend securities from its portfoliorepresenting not more than 50% of the gross value of the assets of each of Classes A, C, D, E, F, L,P and R and up to 100% of the gross value of the assets of any other Classes (including the loanedsecurities), at market value, to securities firms and financial institutions. The loans must be securedcontinuously by high-quality collateral deemed to be acceptable by the Advisor, at its discretion. Insuch transactions, the relevant Sub-Fund will receive any interest or dividends paid on loanedsecurities and any gain or loss in the market value of the loaned securities, which may occur duringthe term of the loan, will be for the account of the Sub-Fund, all of which will be allocable to therelevant Class or Classes whose assets are being lent.

In addition, it is anticipated that the Sub-Funds will be paid a premium for the loan.The risk in lending portfolio securities, as with other extensions of credit, consists of possible delayin recovery of the securities or possible loss of rights in the collateral, should the borrower failfinancially. In determining whether the Sub-Funds will lend securities, the Fund and the Advisorshould consider all relevant factors and circumstances, including the relevant Sub-Fund’s securities.

THE ASSETS REPRESENTED BY EACH CLASS OF SHARES WILL BE INVESTED ONA DISCRETIONARY BASIS BY THE RELEVANT SUB-FUND.

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IV – PRINCIPALS

1. Directors

Alberto Monteiro de Queiroz Netto

Graduated in Business Administration, Mr. Queiroz holds an MBA in Finance (FundaçãoGetúlio Vargas - FGV) and specialized in Banking (USP). He has attended a Masters Program inBusiness Administration at FGV (RJ). Before being appointed Manager of the Customers Division ofBB-DTVM, he was, among other relevant positions, Manager of the Corporate Division of Banco doBrasil in the Rio de Janeiro State area.

Hélio Ramiro Marques Neves

Manager of International Division of BB-DTVM, Mr. Neves has 24 years of professionalexperience in Banco do Brasil, including in Corporate and Retail Areas. Graduated in BusinessAdministration, he holds an MBA in Finance & Capital Market and has attended a FinancialAdministration Program (Fundação Getúlio Vargas - FGV). He has also attended “The Theory andOperation of a Modern National Economy” Course (George Washington University – WashingtonD.C. -USA) and is specialized in Banking (The University of Texas at Austin - USA). He hasattended a Masters Program in Business Administration at FGV (RJ).

Cirano da Silva Neiva

Manager of Operations Division of International Division and BB Leasing Company Ltd. ofBanco do Brasil, Mr. Neiva has 23 years of professional in Banco do Brasil. Graduated inInternational Trading, he has attended MBA program for Accounting and International Finance.

Arnaldo José Vollet

Director of BB DTVM, and graduated in Maths at USP, Mr. Vollet holds a MBA in Finance(IBMEC) and has attended an International Executive MBA and a program for Top Executives atFGV – RJ. He was the manager for Investor Relations, Economy and Finance at COELBA.

2. Advisor

Brasilian American Merchant Bank is a financial institution duly incorporated under thelaws of the Cayman Islands as of 1974, being a wholly-owned subsidiary of Banco do Brasil S.A.,and a major instrument in the execution of its foreign operation policy, especially in transactionsrelated to the Brazilian market.

Under the Investment Advisory Agreement the Fund appointed the Advisor to providegeneral advisory services in respect of the Sub-Funds. The Advisor may sub-contract the provisionof advisory services for specific areas and/or markets, since it meets with the Fund Directors’ priorapproval. The Directors’ prior approval is required in order for the Advisor to sub-contract any of thegeneral advisory services.

3. Portfolio Manager

BB DTVM is the largest managing organization of third parties’ funds in Brazil and LatinAmerica, duly authorized to function by the Central Bank of Brazil and the CVM, with broadexperience in securities, gold and commodities trading, underwriting, management of foreign

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institutional investors’ portfolios (Resolution No. 2.689/2000 of the National Monetary Council) andprivatization funds, intermediation and custody of assets in the Brazilian market.

4. Brazilian Portfolio Administrator

Under the “Representation Agreement for Non-Resident Investor and Other Convenants”,BB DTVM is also retained by the Fund to provide professional investment advisory and portfolioadministration services to the Sub-Funds in Brazil with discretionary powers as to the investmentand divestment of assets in Brazilian and international markets. It has further agreed, subject to theoverall supervision of the Directors, that BB DTVM shall act as investment manager and advisor tothe Sub-Funds for Brazilian and international operations, according to the Resolution Nº2689/2000of the National Monetary Council.

5. Registrar and Transfer Agent

UBS Fund Services (Cayman) Ltd. will serve as the Registrar and Transfer Agent of theFund and each Sub-Fund and will provide the Fund’s registered office, pursuant to the Registrarand Transfer Agency Agreement. UBS Fund Services (Cayman) Ltd. was incorporated in 1972 inthe Cayman Islands as a wholly-owned subsidiary of Swiss Bank Corporation, Basel, Switzerland.It is the holder of a Class “A” banking and trust license. It also holds an unrestricted mutual fundadministration license and provides a wide range of administrative services to offshore funds.

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V – NET ASSET VALUE, SUBSCRIPTION AND REDEMPTION

1. Net Asset Value Determination

NAV and NAVPS will be determined in US Dollars. For investments denominated inBrazilian currency, the conversion into US Dollars will be made at the spot market dollar closing rateassessed in accordance with the rules of “ Mercado de Câmbio de Taxas Livres ” of Brazil asspecified under “www.bcb.gov.br/Câmbio e Capitais Estrangeiros/Taxas de Câmbio/Cotaçõese boletins//Boletins intermediários de taxas de câmbio em uma data” on the same BusinessDay of the date on which such conversion is made or, if such closing rate is unavailable, at suchrate as shall be determined by the Advisor as representative of the available market conditions and,in the absence of such determination, the spot rate quoted by a financial institution in Rio deJaneiro, as selected by the Fund for and on behalf of the Sub-Funds (with the approval of theAdvisor) on the relevant date for the conversion of Brazilian currency into Dollars.

The NAV will be calculated in accordance with generally accepted accounting principles ofBrazil as of any Business Day, after deducting its liabilities, which include any reserves to berequired for contingencies (including any borrowing, if applicable).

Such deductions will include:

(i) the fees and expenses of the Advisor, the Portfolio Manager and the Registrar andTransfer Agent, including accrued but unpaid fees and expenses, attributable to therelevant Sub-Fund;

(ii) amortization for organizational costs (pro-rated for the relevant Sub-Fund);(iii) an allowance for the Sub-Fund’s estimated pro-rata share of any annual audit and

legal fees; (iv) accrued interest expenses and commitment fees on loans, repurchase agreement

fees, and debit balances;(v) withholding taxes, transfer taxes and other governmental charges and duties

attributable to the relevant Sub-Fund;(vi) any reserve determined to be required for contingencies; and(vii) any other liabilities or expenses to be borne by the relevant Sub-Fund.

Those assets of any Sub-Fund that are listed on securities exchanges or traded on otherregulated markets will be valued at the last sale price reported on the principal securities exchangeor market on which such assets are traded as of the close of business on such market on theapplicable Business Day. Assets with remaining maturities of less than 120 days may, at thediscretion of the Portfolio Manager be valued at amortized cost. In the absence of reported salesprices on any Business Day, assets generally will be valued at the means of the last bid and offerquotations. In the absence of reported bid and offer quotations such assets will be valued from thebroker bid of at least one market maker. In the absence of current broker bids or if the PortfolioManager conclude that such broker bids are not indicative of the fair value for such assets, thevalue of such assets will be recorded at their fair value as determined in good faith by the PortfolioManager and the basis of such determination will be recorded in each Sub-Fund’s record. Debtobligations in which a Sub-Fund will invest are typically traded on the over-the-counter market.Because of the nature of the market, quotations from several different sources will generally besought so that a Sub-Fund’s portfolio will not be priced by a single source. The quotations on whicha Sub-Fund’s valuations are made may be qualified by market-markers as being for pricingpurposes only, and typically will not indicate the volume of securities covered. As a result, thevaluations may not reflect the proceeds that would be received if a Sub-Fund were to liquidate itsportfolio immediately. Investments in other funds will be valued at the current available net assetvalue per share (or comparable share valuation) established by such money market funds.

In addition to special valuation determinations relating to illiquid securities, other specialsituations affecting the determination of NAV may arise from time to time. Prospective investorsshould be aware that situations involving uncertainties as to the valuation of a Sub-Fund’s assets

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could have an adverse effect on NAV, and could result in greater payments of Performance Fees tothe Portfolio Manager, if judgments regarding appropriate valuations made by the Portfolio Managershould prove incorrect. Absent bad faith or manifest error, the Portfolio Manager’s determination ofNAV will be conclusive and binding on all Shareholders.

The NAV and NAVPS may be adjusted under certain circumstances (such as to correct anerror resulting from an incorrect calculation or quotation), within one Business Day following the dayof the calculation.

The Fund’s Directors can define other models and variables for the valuation and pricing ofthe assets of each Class of Shares of the Sub-Funds, independently of the valuation and pricingmodel(s) used in respect of other Classes of Shares, including other models and variables toevaluate the assets with the price of yield to maturity.

2. Subscriptions

Investors who wish to subscribe for alone or more Classes of Shares should deliver anexecuted form of “Subscription Agreement” to the Registrar and Transfer Agent, at the addressshown below (a copy of the Subscription Agreement will be found attached to this Prospectus asExhibit A), to be received together with the subscription payment by 4:00 pm Cayman Islands time,at least one (1) Business Day before the relevant Dealing Day. Payment received after the relevantDealing Day will be carried forward to the subsequent relevant Dealing Day and the respectiveShares shall be issued accordingly.

The Subscription Agreement may be sent by facsimile to the Registrar and Transfer Agentso long as the signed original of such Subscription Agreement is forwarded to the Registrar andTransfer Agent immediately. Neither the Fund, the relevant Sub-Fund in which the subscriber isinvesting, the Registrar and Transfer Agent nor any other agents of the Fund accept anyresponsibility for any errors in facsimile transmission. Where the Subscription Agreement is sent byfacsimile, no redemptions of Shares will be allowed until the original Subscription Agreement hasbeen received.

A Dealing Day is every Business Day of any calendar month.

Any application for subscriptions may be rejected by or on behalf of the Directors of theFund in their absolute discretion, in whole or in part. The acquisition cost per Share is the NAVPSon the relevant Dealing Day. The minimum amount for initial subscriptions of all Classes is US$50,000.00, or (in the case of Shares in Classes BB, BC and R) the corresponding equivalent inEuro, and the minimum amount for subsequent subscriptions is US$ 5,000.00, or (in the case ofShares in Classes BB, BC and R) the corresponding equivalent in Euro. These amounts canchange from time to time, as determined by the Directors. Subscriptions can be made on anyrelevant Dealing Day. Payment of subscription funds should be made to the account of the relevantClass, which is specified herein below and in the Subscription Agreement, and the payments will beconsidered received when cleared. Payments received after the relevant Dealing Day will be carriedforward to the next subsequent relevant Dealing Day and the respective Shares shall be issuedaccordingly.

Payments in full of subscriptions should be made in US Dollars or, in the case ofsubscriptions for Shares in Classes BB, BC and R, in Euros, by wire transfer with the followinginstructions:

Subscriptions in US$

Pay to:

UBS AG Stanford BranchABA No. 0260-0799-3For the account of:

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UBS Fund Services (Cayman) Ltd.Account No.: # 101-WA-359025-000In favour of: The BB Fund SPC – Class [ ]Account No.: # Consult your DistributorReference: [Shareholder’s name]

Subscriptions in EURO

Pay to:

UBS AG, Zurich SWIFT: UBSWCHZZ80AFor the account of:UBS Fund Services (Cayman) Ltd. Account No.: # 0230-73724.71EIn favour of:The BB Fund SPC – Class [ ]Account No.: # Consult your DistributorReference: [Shareholder’s name]

(a) Subscription Procedure

In order to facilitate prompt and accurate crediting of subscription payments, investors mustnotify the Registrar and Transfer Agent, prior to remitting payment, of certain information, including(a) the name of the investor; (b) the US Dollar or Euro amount subscribed; (c) the investor’saddress (including a telex or facsimile number); (d) the name and address of the financial institutionremitting the subscription payment; and (e) the date as of which payments will be wired to therelevant Sub-Fund’s account. A separate notification is not required if the investor’s SubscriptionAgreement is received by the Registrar and Transfer Agent prior to the payment date.

The Subscription Agreement may be completed by the investor or a duly authorized officeror agent on its behalf. Any person signing the Subscription Agreement should type or print on thelast page of the Subscription Agreement, the name of the investor, the name of the person signingthe Subscription Agreement and the capacity in which he or she is signing.

Completed subscription documents should be sent to the Registrar and Transfer Agent atthe following address:

UBS Fund Services (Cayman) Ltd.UBS House, 227 Elgin AvenueP.O Box 852 GTGrand CaymanCayman Islands, B.W.I

(b) Front Load Fee

Upon subscription for Shares, the Portfolio Manager is entitled to charge the purchaser ofShares a non-refundable Front Load Fee of up to 1% (one per cent) of the subscribed amount.Such fees will be paid by the relevant Sub-Fund on behalf of the investor to the Portfolio Managerand will be deducted from the proceeds of the sale of Shares before the corresponding number ofShares are allocated to the investor.

(c) Discount over Subscribed Amount for Taxation Reasons

The Fund, acting for and on behalf of each Sub-Fund, is entitled to discount fromsubscription funds, prior to the allocation of Shares to investors, and after deduction of the FrontLoad Fee, any amounts appertaining to taxes or duties levied by Brazilian authorities upon theinflow of invested moneys (for example, the amount equivalent to the “IOF”, as described in the

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section “Taxation” in this Prospectus) at the current rates at the time of subscription. The Fundshall advise investors of the existence, nature and amount of any such deductions.

3. Redemptions

Redemptions can be made on any Business Day, provided that a redemption noticesubstantially in the form of Exhibit B and duly executed by the investor (the “Redemption Notice”) isreceived by the Registrar and Transfer Agent at least 1 (one) Business Day (the “RedemptionNotification Period”) before the relevant Redemption Day. Redemption Notices received after therelevant Redemption Notification Period will be held over to the next succeeding Redemption Day.The redemption price per Share to be used will be the relevant NAVPS of the relevant RedemptionDay.

Payment of redemption proceeds will usually be made within 9 Business Days after therelevant Redemption Day, in the case of all Classes.

The Redemption Notice may be delivered to the Registrar and Transfer Agent by facsimileso long as the original Redemption Notice is forwarded to the Registrar and Transfer Agentimmediately. Neither the Fund, the relevant Sub-Fund from which the investor is redeeming, theRegistrar and Transfer Agent nor any other agents of the Fund accept any responsibility for anyerrors in facsimile transmission. No redemption will be processed until the original SubscriptionAgreement for the Shares being redeemed has been received by the Registrar and Transfer Agentwhere such Subscription Agreement was initially forwarded by facsimile.

(a) Limitations on Redemptions

The Fund’s Articles of Association permit the Fund to make payment in respect of theredemption or purchase of its own Shares otherwise than out of its profits or the proceeds of a freshissue of Shares. Any redemption payment out of capital will only be possible if the relevant Sub-Fund in respect of which the Shares are being redeemed will be able to pay its debts as they falldue in the ordinary course of business after such redemption payment is made out of capital.

The minimum redemption amount for all Classes of Shares is US$ 5,000.00, or (in the caseof Classes BB, BC and R) the corresponding equivalent in Euro, and the NAV of Shares left afterany redemption may not be less than US$ 10,000.00, or (in the case of Classes BB, BC and R) thecorresponding equivalent in Euro, although the Directors of the Fund may, in their absolutediscretion, increase or decrease such minimum amount; provided, however, that any increase in theminimum redemption amount shall not apply to Shareholders that hold Shares immediately prior tothe time of such increase.

If, as a result of a redemption, the total remaining aggregate NAV of Shares held by aShareholder is reduced to below US$ 10,000.00, or (in the case of Classes BB, BC and R) thecorresponding equivalent in Euro, the Fund may at its sole discretion compulsorily redeem allremaining Shares of such Shareholder.

The Sub-Funds may borrow for the purpose of facilitating the redemption of any relevantClass of Shares.

(b) Redemption Fee

Upon redemption of Shares, the relevant Sub-Fund Fund is entitled to charge theredeeming Shareholder a Redemption Fee of up to 1% (one per cent) of the redemption proceeds.Such redemption fee will be paid to the relevant Sub-Fund on the behalf of the redeemingShareholder and will be deducted by the relevant Sub-Fund prior to payment of the redemptionproceeds to the redeeming Shareholder.

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4. Possible Suspension of Calculations of the NAV and of the Right ofRedemption

The Directors may, in their absolute discretion, limit the number of Shares to be purchased,suspend the determination of the NAV and/or the right of redemption of and/or subscription forShares if any situation shall arise that, in their own judgment, would render a disposition of anySub-Fund’s assets impracticable or seriously detrimental to the Shareholders of the relevant Classor any other Class of a Sub-Fund. The circumstances in which the Directors would exercise suchpower include, without limitation, any of the following events:

(i) when one or more banks, stock exchanges, or other markets which provide a basis forvaluing any of the assets of a Sub-Fund or a material part thereof or of one or more ofthe funds in which a Sub-Fund invests are closed other than for or during holidays or ifdealings thereon are restricted or suspended;

(ii) when, as a result of political, economic, military or monetary events or anycircumstances outside the control, responsibility and power of the Fund, disposal of theassets of a Sub-Fund or a material part thereof is not reasonably practicable withoutbeing seriously detrimental to Shareholders’ interests or if, in the opinion of theDirectors, a fair price cannot be calculated for the assets of a Sub-Fund or a materialpart thereof;

(iii) in the case of a breakdown of the means of communication normally used for thevaluing of any investment of a Sub-Fund or a material part thereof or if for any reasonthe value of any asset of a Sub-Fund or a material part thereof may not be determinedas rapidly and accurately as required; or

(iv) if, as a result of exchange restrictions or other restrictions affecting the transfer offunds, transactions on behalf of a Sub-Fund are rendered impracticable or if purchases,sales, deposits and withdrawals of a Fund’s assets or a material part thereof cannot beeffected at the normal rates of exchange.

No issue or redemption of Shares will take place during any period when the calculation ofthe NAV or NAVPS is suspended. The Fund, acting for and on behalf of any Sub-Fund, reservesthe right to withhold payment from persons whose Shares have been redeemed prior to suchsuspension until after the suspension is lifted. Such right will be exercised in circumstances wherethe Directors believe that to make such payment during the period of suspension would materiallyand adversely affect and prejudice the interests of existing Shareholders. Notice of any suspensionwill be given to any Shareholder tendering his Shares for redemption. If the request is notwithdrawn, the redemption will take place as of the first Redemption Day following the end of thesuspension. The first Business Day following the termination of a suspension will be treated as aRedemption Day.

In addition, the Directors have the right to postpone any Dealing Day or Redemption Dayfor up to one Business Day without the requirement to give notice to Shareholders when, in theopinion of the Directors, a significant proportion (which is likely to be 5%, or more) of the assets ofany Sub-Fund cannot be valued on an equitable basis and such difficulty is expected to beovercome within that period.

5. Conversions

Transfers between Classes are treated as a redemption of one Class of Shares followed bya subscription to another Class of Shares, in respect of which the relevant redemption fee and FrontLoad Fee shall be payable (unless waived by the Directors in their sole discretion). The conversionprocedure will follow the standard subscription and redemption procedures described in thisProspectus.

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6. Restrictions on Transfer or Assignment

A Shareholder of any relevant Class may not transfer his Shares to third parties without theprior written consent of the Directors or of the Registrar and Transfer Agent acting on their behalf,which may be withheld at the discretion of the Directors or the Registrar and Transfer Agent, as thecase may be. All Shareholders must abide to such restriction. In the event a Shareholder assignsor transfers its Shares without the prior written consent of the Directors or the Registrar andTransfer Agent acting on their behalf, the relevant Sub-Fund will have the right to repurchase suchShare for an amount equivalent to eighty percent (80%) of the relevant NAVPS, less any applicableredemption fee.

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VI – GENERAL TERMS

1. Professional Trading Management

Emerging markets securities, Brazilian in particular, are among those which present greatdifficulty to value accurately. Experience, contacts and knowledge of local environment areabsolutely necessary to evaluate opportunities for the Fund. The Advisor and the Portfolio Managerwill, to the best possible extent, examine both creditworthiness of issuers and general marketconsiderations. The Portfolio Manager will seek to arrange for execution of their trading andinvestment instructions with a number of brokers and dealers, which may include associatedcompanies in an attempt to take advantage of their different trading abilities.

2. Administrative Convenience

The Fund will enable the Shareholders to invest independently in Brazilian and internationalmarkets securities. Shareholders will participate in these markets under the guidance ofprofessionals, without having to concern themselves with the day-to-day management andadministration of their investment, and will receive directly from the Fund annual audited financialstatements and quarterly statements of assets and liabilities and of income and expense in respectof the relevant Sub-Fund in which they hold Shares, the then current NAV and the number ofShares held to their order. The NAV and NAVPS can also be obtained from the Registrar andTransfer Agent.

3. Distributors

The Fund may authorize one or more distributors to distribute Shares to investors, on suchterms and conditions as may be agreed between the Fund, acting for and on behalf of the Sub-Funds, and such distributor(s).

4. Risk Factors

The Fund is offering Classes of Shares, each referable to a separate Sub-Fund, designedto provide sophisticated investors with the opportunity to invest primarily in emerging market-related(mostly Brazilian) investments, which are expected to provide superior yields under professionalmanagement. The degree of risk associated with the investment in each Class of Shares aresubstantially distinct due to the differences in their investment objectives, although all Classes ofShares seek capital appreciation by investing in so-called emerging markets with great potential.Therefore, investments in any of the Classes of Shares can be highly volatile, according to eachclass investment criteria. Set forth below are certain factors which should be taken intoconsideration before making a decision to subscribe for Shares. While the Directors believe thefollowing to be comprehensive, it is not intended to include all of the factors relating to the riskswhich may be encountered.

- Each Sub-Fund’s investments will be exposed to the consequences of political or socialchanges in the countries of investment that could adversely affect the value of thoseinvestments.

- Securities held by the Sub-Funds may be restructured upon terms that are unfavorable tothe Sub-Funds. Such restructuring may occur at the instigation of other creditors, at theinstigation of third parties or at the instigation of the issuers.

- Delays can occur in the remittance of dividends, capital gains or principal.

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The Directors, whenever possible after consulting with the Advisor and Portfolio Manager,may determine that it is in a Sub-Fund’s best interest to liquidate as much as it can of such Sub-Fund’s portfolio of emerging markets securities and to reinvest the proceeds of such liquidation inconservative and lower yielding instruments. In this event, the ability of the Sub-Funds to meet theirprimary objectives would be impaired.

The financial instruments used by the Sub-Funds may not be suitable for all investors. TheFund recommends that investors independently evaluate each issuer, security or instrument usedby the Sub-Funds, and consult any independent advisors they believe necessary. The value of andincome from any investment may fluctuate from day to day as a result of changes in relevanteconomic markets (including changes in market liquidity), and in the case of a higher volatilityinvestment price may be subject to abrupt movements. A change in the rates of exchange, interest,or taxation may negatively impact the value, price or income of the given investment. In the case ofinvestment income, income may fluctuate and part of the capital invested may be used to pay thatincome. The actual performance results of a Sub-Fund may differ substantially from resultsreflected in the past. Past performance is not necessarily a guide to future performance.

5. Taxation

The information set out below is based on the law and practice in force in the CaymanIslands and Brazil at the date hereof and is subject to changes therein. The information is generaland is not intended to be applicable to all categories of investors, some of which, such as dealers,insurance companies and tax-exempt organizations, may be subject to special rules. The actual taxand financial consequences of the purchase and ownership of Shares will vary depending upon theinvestor’s circumstances.

(a) The Fund

The Directors intend to conduct the affairs of the Fund and each Sub-Fund in such amanner as to minimize, so far as they consider reasonable, taxation suffered by the Fund.

(b) Brazil

At the time of this Prospectus the Fund is authorized to invest in Brazil as a qualified foreigninvestor (as defined by the Resolution No. 2.689/2000 of the National Monetary Council).

(c) Cayman Islands

Under current Cayman Islands law, there is no income tax, capital gains or withholding taxpayable by the Fund or any Sub-Fund. The Fund is registered as an exempted company underCayman Islands Law and has received an undertaking from the Governor-in-Council of the CaymanIslands to the effect that, for a period of 20 years from the date of the undertaking, no law that isthereafter enacted in the Cayman Islands imposing any tax to be levied on profits or on income oron capital gains or appreciation of the Fund (which includes any Sub-Fund thereof) or any tax ofestate duty or inheritance tax on the Shares will apply to the Fund (or any Sub-Fund thereof) or anytax in the nature of estate duty or inheritance tax will apply to the Fund (or any Sub-Fund thereof) orto the Shareholders.

(d) Shareholders

Investors in the Fund may be subject to taxation in a variety of jurisdictions. However, apartfrom the information set out herein in relation to the Cayman Islands and Brazil, this Prospectusdoes not deal with the taxation of investors.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAXADVISORS IN DETERMINING ALL TAX CONSEQUENCES WITH RESPECT TO THEIR OWN

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PARTICULAR CIRCUMSTANCES UNDER THE LAWS OF THE JURISDICTIONS OF WHICHTHEY ARE CITIZENS, RESIDENTS OR DOMICILIARIES OR IN WHICH THEY CONDUCTBUSINESS.

6. Execution of Instruments in Writing

Any act, matter, deed, agreement, contract, instrument under seal or other instrument orarrangement which is to be binding on or enure to the benefit of a Sub-Fund shall be executed by aDirector or the Directors of the Fund, acting for and on behalf of the relevant Sub-Fund, which shallbe identified or specified, and where in writing it shall be indicated that such execution is in thename of, or by, or for the account of, such Sub-Fund.

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VII - FEES, COMPENSATION AND EXPENSES

1. The Advisor

Advisory Fee

Pursuant to the Investment Advisory Agreement, each Sub-Fund will pay the Advisor anadvisory fee (the “Advisory Fee”) at an annual rate of up to 5% (five per cent) of the Net AssetValue of such Sub-Fund. The Advisory Fee will be calculated and accrued daily as at the closing ofeach Business Day and will be payable monthly in arrears.

2. The Portfolio Manager

(a) Administration Fee

Each Sub-Fund will pay the Portfolio Manager an administration fee (the “AdministrationFee”) at an annual rate of up to 5% (five per cent) of the Net Asset Value of such Sub-Fund. TheAdministration Fee will be calculated and accrued daily as at the closing of each Business Day andwill be payable monthly in arrears.

(b) Front Load Fee

Upon subscription for Shares, the Portfolio Manager is entitled to charge the purchaser ofShares a non-refundable Front Load Fee of up to 1% (one per cent) of the subscribed amount.Such fee will be paid by the relevant Sub-Fund on behalf of the investor and will be deducted fromthe proceeds of the sale of Shares before the corresponding number of Shares are allocated to theinvestor.

(c) Performance Fee

Each Sub-Fund will pay the Portfolio Manager a performance fee (the “Performance Fee”).The Performance Fee will be calculated and payable at the end of each Performance Fee Period (6months), as defined below. The Performance Fee Period shall commence on the last business dayof each calendar semester and shall end on the last business day of the succeeding calendarsemester.

The Portfolio Manager may, in its absolute discretion, waive its right to charge thePerformance Fee in any given Performance Fee Period, or to assign its right (to any personwhatsoever including, without limitation, the relevant Sub-Fund) to receive the Performance Fee inany given Performance Fee Period. Any waiver or assignment of the Portfolio Manager’s right inany given Performance Fee Period will not be considered and may not be construed as a waiver orassignment of any further right to charge the Performance Fee.

� Class “A”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “IBOVESPA” index in US Dollars – “IBOVUS”. Values in (i)and (ii) may be adjusted to take into account any redemptions and/or subscriptions occurred duringthe relevant Performance Fee Period.

� Class “B”, Class “C”, Class “D”, Class “H” and Class “I”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “6M-LIBOR+ 200 b.p. Factor”. Values in (i) and (ii) may be

27

adjusted to take into account any redemption’s and/or subscriptions occurred during the relevantPerformance Fee Period. The “LIBOR Factor” established for the calculation of the amount of thePerformance Fee for each Performance Fee Period shall be equivalent to the 6 MONTH US DollarLIBOR rate, as quoted on the Reuters Screen LIBOR page as of 11:00 GMT, on the first day ofeach Performance Fee Period. In the event that the offered rates for 6 MONTH Dollar deposits arenot available on the Reuters Screen LIBOR page at such time, the Advisor will determine acomparable basis for calculating the 6 MONTH LIBOR rate, which determination will be final.

� Class “E”

No Performance Fee is payable in respect of the Class E Shares.

� Class “F”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “Generic 6M Treasury Bill Factor”. Values in (i) and (ii) may beadjusted to take into account any redemption’s and/or subscriptions occurred during the relevantPerformance Fee Period. The “T BILL 6M” established for the calculation of the amount of thePerformance Fee for each Performance Fee Period shall be equivalent to the Generic rate, asquoted on the Reuters Screen US Government securities page as of 11:00 GMT, on the first day ofeach Performance Fee Period. In the event that the offered rates for 6 MONTH Dollar deposits arenot available on the Reuters Screen LIBOR page at such time, the Advisor will determine acomparable basis for calculating the 6 MONTH T Bill rate, which determination will be final.

� Class “G”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “6M-LIBOR+ 300 b.p. Factor”. Values in (i) and (ii) may beadjusted to take into account any redemptions and/or subscriptions occurred during the relevantPerformance Fee Period. The “LIBOR Factor” established for the calculation of the amount of thePerformance Fee for each Performance Fee Period shall be equivalent to the 6 MONTH US DollarLIBOR rate, as quoted on the Reuters Screen LIBOR page as of 11:00 GMT, on the first day ofeach Performance Fee Period. In the event that the offered rates for 6 MONTH Dollar deposits arenot available on the Reuters Screen LIBOR page at such time, the Advisor will determine acomparable basis for calculating the 6 MONTH LIBOR rate, which determination will be final.

� Class “J”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “DOW JONES” index. Values in (i) and (ii) may be adjusted totake into account any redemptions and/or subscriptions occurred during the relevant PerformanceFee Period.

� Class “K”, Class “L”, Class “M”, Class “O”, Class “P”, Class “Q”, Class “T”, Class “U”,Class “V”, Class “W”, Class “X”, Class “Y”, Class “Z”, Class “BA”, Class “BB”, Class“BC”, Class “BD”, Class “BE”, Class “BF”, Class “BG”, Class “BH”, Class “BI” andClass “BJ”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “BENCHMARK” previously combined with the client. Values in

28

(i) and (ii) may be adjusted to take into account any redemption and/or subscriptions occurredduring the relevant Performance Fee Period.

� Class “N”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “NASDAQ” index. Values in (i) and (ii) may be adjusted totake into account any redemption and/or subscriptions occurred during the relevant PerformanceFee Period.

� Class “R”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “6M-EURIBOR Factor”. Values in (i) and (ii) may be adjustedto take into account any redemption and/or subscriptions occurred during the relevant PerformanceFee Period. The “EURIBOR Factor” established for the calculation of the amount of thePerformance Fee for each Performance Fee Period shall be equivalent to the 6 MONTH EURIBORrate, as quoted on the Reuters Screen LIBOR page as of 11:00 GMT, on the first day of eachPerformance Fee Period. In the event that the offered rates for 6 MONTH Euro deposits are notavailable on the Reuters Screen EURIBOR page at such time, the Advisor will determine acomparable basis for calculating the 6 MONTH EURIBOR rate, which determination will be final.

� Class “S”

The amount of the Performance Fee for each Performance Fee Period shall equal the productof: 20% of the positive difference, if any, between (i) the NAV determined on the last business dayat the end of such Performance Fee Period and (ii) the NAV at the beginning of such PerformanceFee Period increased by the relevant “S&P 500” index. Values in (i) and (ii) may be adjusted to takeinto account any redemption and/or subscriptions occurred during the relevant Performance FeePeriod.

3. The Registrar and Transfer Agent

Each Sub-Fund will pay the Registrar and Transfer Agent an annual fee for its services asregistrar and transfer agent in respect of such Sub-Fund. Fees payable by the Sub-Funds to theRegistrar and Transfer Agent in each quarter will be calculated as a percentage of the Net AssetValue of each Sub-Fund (calculated in accordance with this Prospectus and the Fund’s Articles ofAssociation) at the last valuation day in the calendar quarter to which such fee relates.

The Fund’s engagement of the Registrar and Transfer Agent in respect of the Sub-Fundsmay be terminated by the Directors on 90 days’ written notice to the Registrar and Transfer Agentand without the approval of the Shareholders. The Fund will notify the holders of Shares andprospective purchasers of Shares of the engagement of any new Registrar and Transfer Agentimmediately upon the occurrence of such event.

4. Discount over Subscribed Amount

Prior to the allocation of Shares to investors, and after deduction of the Front Load Fee,each Sub-Fund is entitled to discount from subscription payments any amounts appertaining totaxes or duties levied by Brazilian authorities upon the inflow of invested moneys (for example, theamount equivalent to the “IOF”, as described previously on the item “Taxation” in this Prospectus) at

29

the current rates at the time of subscription. The Fund shall advise investors of the existence,nature and amount of any such deductions in respect of the Sub-Funds.

5. Other Expenses

The Fund’s organizational costs and the costs of this offering will be borne by the Sub-Fundsand amortized on a straight-line basis over a five-year period. In addition, the Fund is obligated topay its ongoing operating expenses, including investment expenses and legal, accounting, auditing,reporting, printing, recording and Cayman Islands government fees, which shall be allocated on apro-rata basis among the Sub-Funds. The Fund is also responsible for its extraordinary expenses, ifany, which shall be allocated to the Sub-Funds in respect of which the extraordinary expenses areattributable or, if not attributable to any particular Sub-Funds, allocated on a pro-rata basis amongthe Sub-Funds. The Fund may, with regard to any issuance of Shares, pay such brokerage fees,discounts or commissions as may be lawful, which shall be attributable to the relevant Sub-Funds.In order to defray such expenses, the Sub-Funds may use any Performance Fees either waived byor received (if applicable) from the Portfolio Manager, in the event that the Portfolio Manager eitherwaives its right to receive the Performance Fee or assigns any part or all of its Performance Fee tothe relevant Sub-Fund.

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VIII – SALES RESTRICTIONS

The Shares have not been and will not be registered under the Securities Act of 1933 of theUnited States, as amended, nor has the Fund been registered under the United States InvestmentCompany Act of 1940 as amended and, except in a transaction which does not violate such Acts,may not directly or indirectly be offered, sold or delivered in the United States or to or for theaccount of a US Person. Notwithstanding the foregoing, the Fund may arrange for the privateplacement of Shares to investors who are in the United States or who are US Persons, if amongother things, prior to the acquisition of such Shares, each such investor delivers to the Fund acompleted subscription agreement containing certain representations and agreements inaccordance with United States law. Such subscription agreement shall acknowledge, representand warrant that (inter alia) he is an Accredited Investor

The Shares may not be offered as part of an invitation to the public of the Cayman Islands(which does not exclude an exempted or ordinary non-resident company or other such non-residententity established in the Cayman Islands from investing).

The Shares have not been and will not be registered with the Brazilian Securities andExchange Commission (“Comissão de Valores Mobiliários – CVM). Any public offering ordistribution, as defined under Brazilian laws and regulations of the Shares in Brazil is not legalwithout such prior registration under Law no.6.385/76. Persons wishing to offer or acquire theShares within Brazil should consult with their own counsel as to the applicability of these registrationrequirements or any exemption thereon.

The circulation and distribution of this Prospectus, as well as the offering, distribution orsales of Shares may be restricted by law in certain other jurisdictions. Persons in possession of thisProspectus are requested to inform themselves of and observe any such restrictions. If you are inany doubt about this offer you should consult your stockbroker, accountant, bank manager or otherprofessional adviser.

The Directors of the Fund have taken reasonable care to insure that the facts stated herein aretrue and accurate in all material respects and that there are no other material facts, the omission ofwhich would make misleading any statement herein, whether of fact or opinion.

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IX – MISCELLANEOUS

1. Conflicts of Interest

Certain potential conflicts of interest may exist in the structure and operation of the Fund.The Advisor owns all of the Management Shares and thus controls all of the voting interest in theFund and is therefore entitled to appoint and remove the Directors of the Fund. The Advisor andthe Portfolio Manager are affiliated companies. The Directors may be officers and directors of boththe Advisor and the Portfolio Manager. The Sub-Funds may invest in securities issued or managedby affiliated entities of the Advisor and/or the Portfolio Manager. The Advisor and the PortfolioManager may have a conflict of interest between their duty to act in the best interests of the Fund,the Sub-Funds and their own and/or on their respective affiliated companies’ interest. The Advisorand the Portfolio Manager may also manage investments and funds other than those of the Sub-Funds and conflicts may arise between the interests of the Fund or any Sub-Fund and those ofother clients. In that connection, the Advisor and the Portfolio Manager or any of their affiliates maygive advice and take action for their own account in the performance or their duties to other clientswhich may differ from the timing and nature of action taken with respect to the Sub-Funds.Because of different objectives or other factors, a particular asset may be bought for one or moremanaged funds (including the Sub-Funds) or accounts, when one or more of the other funds oraccounts managed by the Advisor and the Portfolio are selling the same asset. Moreover, ifpurchases or sales of assets by the Advisor and the Portfolio Manager for two or more of such otherfunds or accounts arise for consideration at or about the same time, transactions in such assets willbe allocated, insofar as feasible, for the respective funds and accounts in a manner determined bythe Advisor and the Portfolio Manager to be equitable to all. There may be circumstances whenpurchases or sales of assets for one or more of the funds or accounts advised and managed by theAdvisor and the Portfolio (including for their own account) have an adverse effect on other funds(including the Sub-Funds) or accounts advised and managed by the Advisor and the PortfolioManager.

The Portfolio Manager’s commercial and investment banking relationship and activities,including with portfolio companies or competitors of such companies, may have an effect on thevalue of securities held by, or being considered for purchase by, the Sub-Funds. In addition, theAdvisor and the Portfolio Manager, in the course of their other business activities, may obtainmaterial non-public information, which would be of value to the Sub-Funds. They will be under noobligation to use this information and may, depending upon the circumstances, be legally prohibitedfrom using such information for the benefit of the Sub-Funds.

The Sub-Funds may purchase securities and other instruments from or sell securities orother instruments to the Advisor and the Portfolio Manager or their affiliates. In addition, the Sub-Funds may borrow from the Advisor and the Portfolio Manager and their affiliates and invest in anysecurity or money market instrument of the Advisor and the Portfolio Manager and their affiliates.All such transactions will be on arms-length terms and the basis of determination of such terms willbe recorded in the relevant Sub-Fund’s records.

The payment of Performance Fee and other fees to the Advisor and Portfolio Managerbased on NAV may provide incentive for the Advisor and Portfolio Manager to invest in securitiesthat may be more speculative than otherwise would be the case.

2. Indemnification

The Fund, acting for and on behalf of the Sub-Funds, has undertaken to indemnify everyDirector, secretary and other officer or servant of the Fund against, and it shall be the duty of theDirections out of the Sub-Funds’ assets to pay, all costs, losses and expenses (including travelingexpenses) which any such officer or servant may incur or become liable for by reason of anycontract entered into, or acts done by him in any way in discharge of his duties otherwise thanthrough his willful misconduct, gross negligence, reckless disregard of his duties or as otherwiserequired by applicable law, and the amount for which such indemnity is provided shall immediately

32

attach as a lien on the property of the Sub-Funds and have priority as between the Shareholdersover all other claims.

No Director or other officer of the Fund shall be liable for the acts, receipts, neglects ordefaults of any other Director or officer or for joining in any receipt or other act for conformity or forany loss or expense happening to the Fund or any Sub-Fund through the insufficiency or deficiencyof any security in or upon which any of the monies of the Sub-Funds shall be invested or for anyloss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whomany monies, securities or effects shall be deposited, or for any loss, damage or misfortune whateverwhich shall happen in the execution of the duties of his respective office or in relation thereto unlessthe same happen through his own willful misconduct, gross negligence, reckless disregard of hisduties or as otherwise required by applicable law.

The Fund, acting for and on behalf of the Sub-Funds, has also agreed to indemnify theAdvisor, the Portfolio Manager and the Registrar and Transfer Agent on the terms and conditions ofthe relevant agreements with such agents.

3. Structure and Operations of the Fund

(a) Organization

The Fund was incorporated and registered as an exempted limited liability company in theCayman Islands and remains so incorporated and registered. The Fund was registered as asegregated portfolio company in August 2004.

(b) Capitalization

The authorized share capital of the Fund consists of US$ 100,000.00 divided into 1,000Management Shares having a nominal value of US$ 1.00 (one dollar) each and 9,900,000 Shareshaving a nominal value of US$ 0.01 (one cent) each, and Euro 10,000 divided into 10,000,000Shares having a nominal value of Euro 0.001 (one Euro cent) each. Each Share, upon issue, willbe entitled to participate equally in the profits of the relevant Sub-Fund (in which respect of whichsuch Share is issued) and in its assets upon liquidation.

All Management Shares have been issued to the Advisor for their nominal value of US$1.00 each (a total of US$ 1,000.00). Management Shares entitle the holder to one vote perManagement Share.

The Articles of Association provide that the Shares shall be at the disposal of the Directors,and they may (subject to the provisions of the Articles of Association, this Prospectus andapplicable law) allot, grant options over, or otherwise dispose of them to such persons, on suchterms and conditions, and at such times as they think fit, but so that no Share shall be issued at adiscount, except in accordance with the provisions of applicable law and no Share shall be issuedto any United States Person except in circumstances in accordance with applicable law. New andexisting Shareholders may purchase Shares on any Dealing Day as provided herein.

(c) Share Certificates

The Fund does not intend to issue share certificates since the issue of share certificatescan delay redemptions and share certificates are often lost. The ownership of the Shares will bemaintained by the Registrar and Transfer Agent in book-entry form in the Fund’s register ofshareholders for each Sub-Fund. A certificate will only be issued upon a specific request by theinvestor.

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(d) Transfer of Shares

No Shares can be transferred by a Shareholder without the prior written consent of theDirectors or of the Registrar and Transfer Agent acting on their behalf. Any transferee will berequired to execute a Subscription Agreement.

(e) Offices

The Fund’s registered office is located at:

P.O. Box 1989227 Elgin Avenue, George Town, Grand CaymanCayman Islands, B.W.I

(f) Auditors

The auditors of the Fund are:PricewaterhouseCoopers5th Floor, Strathvale HouseNorth Church Street, George TownGrand Cayman, Cayman Islands, B.W.I

(g) Attorneys

Legal Advisers as to Cayman Islands law:Quin & HampsonThird Floor, Harbour Centre,P. O. Box 1348, George Town,Cayman Islands, B.W.I.

(h) Reports to Shareholders

Shareholders will be sent individual quarterly and annual statements, unless otherwiserequested, indicating the number of Shares owned, NAVPS, total value of shareholding and netsubscriptions or redemptions, if any. An audited annual report of the financial conditions of theFund and/or relevant Sub-Fund will be prepared no more than 6 (six) months after the close of theFund’s Fiscal Year. The Fiscal Year will end on December 31 each year. Quarterly unauditedstatements of assets and liabilities and of income will also be prepared. Unless otherwiserequested, such quarterly and annual reports will be mailed to each Shareholder.

(i) Dividends

The Fund does not anticipate that any dividends or other distributions will be paid out of theSub-Funds’ earnings and profits in the foreseeable future. Net income earned or gain realized bythe Sub-Funds generally will be reinvested and will be reflected by an increase in the NAVPS,which may be realized by Shareholders at such time as they redeem their Shares.

(j) Redemption of Shares

Except as otherwise provided for herein (for example, in the event of a transfer of Shareswithout the prior written consent of the Directors or of the Registrar and Transfer Agent on theirbehalf), the Fund shall, on behalf of the relevant Sub-Fund, be entitled to redeem all or any of theShares at NAVPS in such circumstances and manner as the Directors determine.

(k) Mutual Funds Law

The Fund falls within the definition of a “mutual fund” under the Mutual Funds Law (2003Revision) of the Cayman Islands (the “Law”) and accordingly is regulated under the Law. However,the Fund is not required to be licensed as the minimum interest purchasable by a prospective

34

investor in the Fund is equal to or exceeds the Cayman Islands dollar equivalent of US$50,000(being CI$40,000). Under the Law, the obligations of the Fund are:

(a) to register with the Cayman Islands Monetary Authority (the “Monetary Authority”);

(b) to file with the Monetary Authority prescribed details of this Memorandum andchanges to it;

(c) to file annually with the Monetary Authority accounts audited by an approvedauditor; and

(d) to pay an annual prescribed fee of CI$2,000 (approximately $2,450).

As a regulated mutual fund, the Fund is subject to the supervision of the Monetary Authorityand the Monetary Authority may at any time instruct the Fund to have its accounts audited and tosubmit them to the Monetary Authority within such time as the Monetary Authority specifies. Inaddition the Monetary Authority may ask the Directors to give the Monetary Authority suchinformation or such explanation in respect of the Fund as the Monetary Authority may reasonablyrequire to enable it to carry out its duty under the Law. Such registration does not imply that theMonetary Authority or any other regulatory authority in the Cayman Islands has passed upon orapproved this Prospectus or the offering of the Shares hereunder.

The Directors may be required to give the Monetary Authority access to or provide at anyreasonable time all records relating to the Fund and the Monetary Authority may copy or take anextract of a record it is given access to.

The Monetary Authority is prohibited by the law from disclosing any information relating tothe affairs of a mutual fund other than disclosure required for the effective regulation of a mutualfund or when required to by law or by a court.

The Monetary Authority may take certain action if it is satisfied that a regulated mutual fundis or is likely to become unable to meet its obligations as they fall due or is carrying on or isattempting to carry on business or is winding up its business voluntarily in a manner that isprejudicial to its investors or creditors. The powers of the Monetary Authority include, inter alia, thepower to require the substitution of directors, to appoint a person to advise the Fund on the properconduct of its affairs or to appoint a person to assume control of the affairs of the Fund. There areother remedies available to the Monetary Authority including the ability to apply to a court forapproval of other actions.

(l) Winding-up

If the Fund shall be wound up, the liquidator shall apply the Segregated Portfolio Assets (asdefined in the Fund’s Articles of Association) and the General Assets (as defined in the Fund’sArticles of Association) in accordance with the Companies Law, as amended, of the CaymanIslands, firstly, in satisfaction of the claims of the Segregated Portfolio Creditors (as defined in theFund’s Articles of Association) and the General Creditors (as defined in the Fund’s Articles ofAssociation) (including any service providers to the Company or any Sub-Funds), and, secondly, byway of return of the nominal paid up capital to the holder(s) of the Management Shares.

The balance of the General Assets, if any, shall be transferred to the Sub-Funds inproportion to the Net Asset Value of each Sub-Fund.

The Segregated Portfolio Assets of each Sub-Fund shall then be paid as follows:

(a) if there is only one Class designated by reference to that Sub-Fund to the holdersof the Shares of that Class in proportion to that number of Shares of that Class; and

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(b) if there is more than one Class designated by reference to that Sub-Fund, to theholders of Shares of the relevant Classes first in an amount equal to the nominalamount of the relevant Shares and the balance shall be allocated to the relevantClass Accounts (as defined in the Fund’s Articles of Association) pro rata accordingto the relative Net Asset Values (as determined by the liquidator) and thendistributed among the holders in proportion to the number of Shares of the relevantClass held.

Upon liquidation of the Fund or any Sub-Fund, firstly all creditors (if any) of the relevantSub-Funds are to be paid and then payment will be made of the par value of the Shares followed bythe par value of the Management Shares. The surplus thereafter will be distributed to the Sharesbased on the Net Asset Value per Share. The holders of the Management Shares have no rights todividends and no redemption rights.

4. Anti-Money Laundering Regulations

In order to comply with regulations aimed at the prevention of money laundering, the Fundwill require verification of identity from all prospective investors (unless in any case the Fund issatisfied that an exemption under the Money Laundering Regulations, as amended, of the CaymanIslands (the “Regulations”) applies). Depending on the circumstances of each subscription, it maynot be necessary to obtain full documentary evidence of identity where:

(a) the prospective investor makes the payment for his investment from an accountheld in the prospective investor’s name at a recognised financial institution;

(b) the prospective investor is regulated by a recognised regulatory authority and isbased or incorporated in, or formed under the law of, a recognised jurisdiction; or

(c) the subscription is made by an intermediary acting on behalf of the prospectiveinvestor and such intermediary is regulated by a recognised regulatory authorityand is based or incorporated in, or formed under the law of, a recognisedjurisdiction.

For the purposes of these exceptions, recognition of a financial institution, regulatoryauthority or jurisdiction will be determined in accordance with the Regulations by reference to thosejurisdictions recognised by the Cayman Islands as having sufficient anti-money launderingregulations.

The Fund reserves the right to request such information as is necessary to verify theidentity of a prospective investor. The Fund also reserves the right to request such identificationevidence in respect of a transferee of Shares. In the event of delay or failure by the prospectiveinvestor or transferee to produce any information required for verification purposes, the Fund mayrefuse to accept the application or (as the case may be) to register the relevant transfer and (in thecase of a subscription of Shares) any funds received will be returned without interest to the accountfrom which the monies were originally debited.

The Fund also reserves the right to refuse to make any redemption payment to aShareholder if any of the Directors of the Fund or the Registrar and Transfer Agent suspects or isadvised that the payment of any redemption moneys to such Shareholder might result in a breachor violation of any applicable anti-money laundering or other laws or regulations by any person inany relevant jurisdiction, or such refusal is considered necessary or appropriate to ensure thecompliance by the Fund, its Directors or the Registrar and Transfer Agent with any such laws orregulations in any relevant jurisdiction.

If, as a result of any information or other matter which comes to his attention, any personresident in the Cayman Islands (including the Fund, its Directors and the Registrar and TransferAgent) knows or suspects that another person is engaged in money laundering, such person is

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required to report such information or other matter pursuant to the Proceeds of Criminal ConductLaw, as amended, of the Cayman Islands and such report shall not be treated as a breach of anyrestriction upon the disclosure of information imposed by law or otherwise.

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EXHIBIT A

SUBSCRIPTION AGREEMENTTHE BB FUND

FOR NON-U.S. PERSONS AND U.S. PERSONS WHO ARE ACCREDITED INVESTORS

No person is authorized to give any information or make any representation not contained in theProspectus. The Prospectus does not constitute an offer or a solicitation to any person in anyjurisdiction in which such offer or solicitation is not authorized.

This Subscription Agreement should be completed and signed by all prospective investors in theFund, including investors that are not U.S. Persons, U.S. dealers or other professional fiduciaries onbehalf of a discretionary account or similar account (other than an estate or trust) held for thebenefit or account of a person other than a U.S. Person, or U.S. Persons that qualify as anaccredited investor (hereinafter an “Accredited Investor”) as defined under the U.S. Securities Act of1933, as amended, or under any regulations promulgated thereunder (the “Securities Act”). ThisSubscription Agreement may be completed and signed by either the Accredited Investor, non-U.S.Person for whose account the Shares are being purchased or by a bank, broker or other partypurchasing Shares on behalf of clients that are non-U.S. Persons.

1. Subscription of Shares. The investor or investors named below (the “Investor”) herebyirrevocably subscribes for participating, non-voting, redeemable shares (the “Shares”) in theclass or classes of The BB Fund SPC (“the Fund”) as described on the Section 8 herein.Each such class or classes is referable to a particular segregated portfolio (each, a “Sub-Fund”) of the Fund, as indicated in the Prospectus. The Investor acknowledges that thissubscription (i) is irrevocable; (ii) is conditioned upon acceptance by or on behalf of theFund and may be accepted or rejected in whole or in part by the Fund in its sole discretion;and (iii) will become effective upon execution and delivery by the Investor (subject toacceptance by the Fund). Capitalized terms not defined herein shall have the samemeaning as in the Fund’s Prospectus, as amended or supplemented from time to time (the“Prospectus”).

2. Representations and Warranties. To induce the Fund to accept this subscription, theInvestor represents and warrants as follows:

(a) Under penalties of perjury the Investor certifies that either (i) it is a bank, broker orother party making the representations and warranties in Section 3 below; or (ii) it(A) is not a U.S. Person (as defined herein); (B) will not transfer or deliver anyinterest in the Shares except in accordance with the restrictions set forth in theArticles of Association of the Fund and the Prospectus; (C) will notify the Fundimmediately if the investor becomes a U.S. Person at any time during which theInvestor holds or owns any Shares; and (D) is acquiring the Shares to be acquiredhereunder for the Investor’s own account for investment purposes only and not witha view to resale or distribution; or (iii) it is an Accredited Investor.

(b) Either (i) all offers to sell and offers to buy the Shares were made to or by theInvestor while the Investor was outside the United States and at the time that theInvestor’s order to buy the Shares was originated the Investor was outside theUnited States; or (ii) it is a U.S. dealer or other professional fiduciary acting onbehalf of a discretionary account or similar account (other than an estate or trust)held for the benefit or account of a person other than a U.S. Person; or (iii) or it isan Accredited Investor.

(c) The Investor has been furnished and has carefully read, understood and retainedthe Prospectus. The Investor has such knowledge and experience in financial andbusiness matters as to be capable of evaluating the merits and risks of an

38

investment in the Shares, is able to bear the risks of an investment in the Sharesand understands the risks of, and other considerations relating to, a purchase ofShares.

(d) The Investor understands that the Shares have not been registered under theSecurities Act, the securities laws of any state thereof or the securities laws of anyother jurisdiction, nor is such registration contemplated. The Investor understandsand agrees further that, subject to the redemption rights set forth in the Prospectus,the Shares must be held indefinitely unless they are subsequently registered underthe Securities Act and these laws covering the sale of Shares or an exemption fromregistration under the Securities Act and these laws covering the sale of Shares isavailable. The Investor understands that neither the Fund, its Directors nor anyother person will be under any obligation to assist it in complying with any of therequirements for exemption from registration. Even if such an exemption isavailable, the assignability and transferability of the Shares will be governed by theArticles of Association of the Fund, which impose restrictions on transfer at thediscretion of the Directors or the Registrar and Transfer Agent, acting on theirbehalf. The Investor understands that legends stating that the Shares have notbeen registered under the Securities Act and these laws and setting out or referringto the restrictions on the transferability and resale of the Shares may be placed onall documents evidencing the Shares. The Investor’s overall commitment to theFund and other investments which are not readily marketable is notdisproportionate to the Investor’s net worth and the Investor has no need forimmediate liquidity in the Investor’s investment in Shares.

(e) To the full satisfaction of the Investor, the Investor has been furnished anymaterials the Investor has requested relating to the Fund, the relevant Sub-Fund,the offering of Shares or any statement made in the Prospectus, and the Investorhas been afforded the opportunity to ask questions of representatives of the Fundconcerning the terms and conditions of the offering and to obtain any additionalinformation necessary to verify the accuracy of any representations or informationset forth in the Prospectus.

(f) Other than as set forth in the Prospectus, the Investor is not relying upon any otherinformation, representation or warranty by the Fund or any agent of the Fund indetermining to invest in the Fund. The Investor understands and accepts that anysubscription for Shares made on the basis of information not set forth in theProspectus shall be solely at the risk of the Investor. The Investor has consulted tothe extent deemed appropriate by the Investor with the Investor’s own advisers asto the financial, tax, legal and related matters concerning an investment in Sharesand on that basis believes that an investment in the Shares is suitable andappropriate for the Investor.

(g) The Investor understands that the Fund, acting for and on behalf of the relevantSub-Fund, shall be entitled to redeem all or any of the Shares of any subscription atthe Net Asset Value per Share in such circumstances and manner as the Directorsdetermine, including if such redemption is necessary to prevent the Fund frombeing obligated to register as an investment company under the U.S. InvestmentCompany Act of 1940, as amended, or if Shares are acquired by any person, or inany transaction, in violation of applicable law, as determined by the Directors of theFund in their sole discretion.

(h) If the Investor is not an individual, (i) the Investor is authorized to enter into thisSubscription Agreement and each other document required to be executed anddelivered by the Investor in connection with this subscription for Shares, and toperform its obligations thereunder and consummate the transactions contemplatedthereby and (ii) the person signing this Subscription Agreement on behalf of theInvestor has been duly authorized to execute and deliver this SubscriptionAgreement and each other document required to be executed and delivered by the

39

Investor in connection with this subscription for Shares. If the Investor is anindividual, the Investor has all requisite legal capacity to acquire and hold theShares and to execute, deliver and comply with the terms of this SubscriptionAgreement and each of the documents required to be executed and delivered bythe Investor in connection with this subscription for Shares. The execution, deliveryand performance of this Subscription Agreement and such documents by theInvestor does not conflict with, or constitute a default under, any instrumentsgoverning the Investor, any law, regulation or order or any agreement to which theInvestor is a party or by which the Investor is bound. This Subscription Agreementhas been duly executed and delivered by the Investor and, upon acceptance by oron behalf of the Fund, constitutes a valid and legally binding agreement of theInvestor, enforceable against the Investor in accordance with its terms.

3. Introducing Party Representations and Warranties. If the Investor is a bank, broker orother party purchasing Shares for clients, the Investor certifies under penalties of perjurywith respect to Shares subscribed for hereby that:

(a) It is either (i) not an U.S. Person, or (ii) is an U.S. dealer or other professionalfiduciary acting on behalf of a discretionary account or similar account (other thanan estate or trust) held for the benefit or account of a person (1) other than a U.S.Person, or (2) who is an Accredited Investor.

(b) It is acquiring the Shares on behalf of clients for investment purposes only and notwith a view to resale or distribution; that such clients are either (i) not U.S. Persons,or (ii) Accredited Investors; that the Investor will notify the Fund immediately if itshall come to the Investor’s knowledge that any such client has become a U.S.Person (other than Accredited Investors); that it will not at any time knowinglytransfer or deliver any Shares, or any part thereof or any interest therein, except incompliance with the restrictions set forth in the Fund’s Articles of Association; andthat it will supply such forms and information (including U.S. tax forms) as arereasonably requested by the Fund in order to establish the accuracy of suchrepresentations and warranties (including for U.S. tax purposes).

4. Further Advice and Assurances. Under penalties of perjury, the Investor represents thatall information which the Investor has provided to the Fund, is correct and complete as ofthe date hereof, and the Investor agrees to notify the Fund immediately, if anyrepresentation or warranty contained in this Subscription Agreement, becomes untrue priorto the closing of the Investor’s purchase of the Shares. The Investor agrees to providesuch information and execute and deliver such documents as the Fund may reasonablyrequest to verify the accuracy of the Investor’s representations and warranties herein or toevaluate and comply with any law or regulation to which the Fund may be subject.

5. Indemnity. The Investor understands the meaning and legal consequences of itsrepresentations, warranties and agreements contained herein and acknowledges that theFund, the relevant Sub-Fund, the Advisor, the Portfolio Manager, the Brazilian PortfolioAdministrator, the Registrar and Transfer Agent, and any placement agents for the Sharesas may be appointed by the Fund (acting for and on behalf of the relevant Sub-Fund) fromtime to time, and their respective directors, officers, affiliates and agents as may beappointed by the Fund from time to time are relying thereon. The Investor agrees toindemnify and hold harmless the Fund, the relevant Sub-Fund, the Brazilian PortfolioAdministrator, the Advisor, The Portfolio Manager, the Registrar and Transfer Agent, anyplacement agents for the Shares as may be appointed by the Fund (acting for and onbehalf of the relevant Sub-Fund) from time to time and their respective directors, officers,affiliates and agents from and against any loss, damage, liability or expenses (includingreasonable attorney’s fees) incurred by any of them due to or arising out of a breach of anyrepresentation, warranty or agreement of the Investor contained in this SubscriptionAgreement or in any other document provided by the Investor to the Fund in connectionwith the Investor’s investment in Shares. Notwithstanding any provision of this Subscription

40

Agreement, the Investor does not waive any rights granted to it under applicable securitieslaws.

6. Miscellaneous. The representations and warranties made by the Investor in thisSubscription Agreement shall survive the closing of the transactions contemplated herebyand any investigation made by the Fund.

7. Further Advice and Assurances. For purposes hereof, “United States” and “U.S. Person”shall have the meanings set forth in Regulations under the Securities Act.

8. Amount of Subscription:

Class of Shares US$ Transfer EUR$Transfer

Class AClass DClass E

Class F

Amount of Subscription

Class ROther Class Class ....Investor Code:

Placement Fee: %

Front Load Fee: %

Net Subscription Amount

Value Date:

Please indicate below the remitting bank and bank account:

Name of remitting bank:

Address:

Bank account #:

Note: Bank account(s) details from which subscription monies are wired must indicate the accountholder(s) and the beneficiary(ies) must match the name of the investor(s). If this information fails tomatch, the subscription monies must be returned to the investor(s).

8.1 In the case of subscriptions in kind and subject to acceptance of the same by the Fund,please list below the assets that will form part of the subscription in kind:

Security Maturity Date Face Value Price

41

8.2. The Investor acknowledges that the Fund reserves the right to return any or all of theassets described above to the investor at any time, without prior authorization orcommunication.

9. Placement Agent (if applicable)

Name:

Bank/Company:

Address:

City:

Country:

Facsimile:

Telephone:

10. Name(s) and mailing address of individual(s) or company in which Shares will beregistered:

Name: Name:

Address: Address:

City: City:

Country: Country:

Facsimile: Facsimile:

Telephone: Telephone:

42

Date: Date:

11. Signatures

Please check the appropriate box� Individual

If more than one shareholder:

Joint shareholders (all shareholders must sign any redemption or switching request) Any shareholder individually (any one shareholder can sign any redemption or switching

request)

Other. Please specify: _________________________________________

____________________________ ____________________________Signature Signature

Name� ____________________ Name� ____________________

Capacity�__________________ Capacity� _________________

Date� ____________________ Date� ____________________

For corporate subscribers:

Signing Authority Officer's name in full Office held Signature(last name, first name, MI)

( ) Sole 1

( ) Joint any __ with __

( ) Sole 2

( ) Joint any __ with __

( ) Sole 3

( ) Joint any __ with __

( ) Sole 4

( ) Joint any __ with __

* SpecialInstructions:

43

12. Correspondences

All correspondence will be sent to the address indicated in Section 10 unless a mailing addressdifferent from that is given below:

Name:

Bank/Company:

Address:

City:

Country:

Facsimile:Telephone: Please indicate if Investor wishes to receive mail related to investments in the Fund: ( ) By mail( ) Hold mail ( ) By fax

13. Bank Instructions

Please arrange for instructions to be given to your bank in substantially the following format:

THE BB FUND SPC

Class: (Name of Class)

Reference: (Investor Name/Number)

______________________________

______________________________

Date: ______________________________

To (your bank):

Bank: ___________________________________

Fax: ___________________________________

Dear Sirs,

For the purpose of investing in THE BB FUND SPC, please instruct the transfer of

US$ / EUR ___________________________

From my account:

Account Name ________________________________________

Account Number ________________________________________

44

In accordance with the following instructions:

Subscription in US$: Pay to:UBS AG Stanford Branch ABA No: 0260-0799-3For the account of:UBS Fund Services (Cayman) Ltd. ; Chips: 0779Account No.: # 101-WA-359025-000In favour of:The BB Fund SPCAccount No.: # (Reference: Class [ ])*Please, Consult your Distributor.

Reference: [Shareholder’s Name and Class of Shares]

OR

Subscription in Euro: Pay to:UBS AG, Zurich SWIFT: UBSWCHZZ80AFor the account of:UBS Fund Services (Cayman) Ltd. Account No.: # 0230-73724.71EIn favour of:The BB Fund SPC – Class [ ]Account No.: # 71488Reference: [Shareholder’s Name]

Please Note: To avoid return of funds, the wire transfer must indicate the name and accountnumber from which the funds are being wired and this account name must match the nameof the investor as indicated on the Subscription Agreement.

__________________________________Signature

Please effect the wire by either swift MT100 or MT100

14. Subscription Instructions

(a) This Subscription Agreement should be duly completed by the Investor and sent byfax and mailed to the Registrar and Transfer Agent as follows:

THE BB FUND SPCc/o UBS Fund Services (Cayman) Ltd.UBS House, 227 Elgin AvenueP.O. Box 852GTGrand CaymanCayman Islands, B.W.I.Fax No. (345) 914-4060Attention: Mrs. Chelsea Rivers

(b) Wire transfer of subscription monies should be made as follows:

45

In US$:

Pay to: UBS AG, Stanford BranchABA No: 0260-0799-3For the account of: UBS Fund Services (Cayman) Ltd.Account No. 101-WA-359025-000In favour of: The BB Fund SPCAccount No. # (Reference: Class [ ])Reference: [Shareholder’s Name and Class of Shares]

� Please, Consult your Distributor.

In €$:

Pay to: UBS AG, Zurich SWIFT: UBSWCHZZ80AFor the account of: UBS Fund Services (Cayman) Ltd. Account No.: # 0230-73724.71EIn favour of: The BB Fund SPCAccount No.: # (Reference: Class [ ])* Please, Consult your Distributor.Reference: [Shareholder’s Name]

(c) In the case of a corporate Investor, the corporate resolution authorizing theinvestment in the Shares should be submitted together with a list of the authorizedsignatories and their respective specimen signatures.

(d) If the Registrar and Transfer Agent accepts a copy of this Subscription Agreementby facsimile, neither the Fund, the relevant Sub-Fund nor the Registrar andTransfer Agent nor any other agents of the Fund accept any responsibility for errorsin facsimile transmission. The signed original Subscription Agreement should besent to the Registrar and Transfer Agent following facsimile transmission as soonas possible.

ACCEPTANCE OF SUBSCRIPTION(to be completed by or on behalf of the Fund, acting for and on behalf of the relevant Sub-Fund)

The Fund hereby accepts the above application for subscription.

Net Asset Value per Share as at issue – US$ / EUR$__________________

Number of Shares issued: _________________________________

Date:_______________

____________________________________________For and on behalf of The BB Fund SPC

46

EXHIBIT B

REDEMPTION REQUEST

______________________, _________________________(place and date)

THE BB FUND SPCc/o UBS Fund Services (Cayman) Ltd.UBS House, 227 Elgin AvenueP.O. Box 852 GTGrand CaymanCayman Islands, B.W.I.Attn: Mrs. Chelsea RiversFax: (345) 914-4060

Dear Sirs,

As a shareholder of the above-mentioned Fund, we hereby ask you to redeem_____________________________________of our Class “________” Shares.(number and Class of Shares)

The payment due for such redemption shall be made by wire transfer as follows:

Name:__________________________________________________________

Bank Account Number:_____________________________________________

Bank:___________________________________________________________

Address:________________________________________________________

ABA Number:____________________________________________________

Sincerely,

_______________________________________________________________

Name of Shareholder:____________________________________________

Address of Shareholder:__________________________________________

Telephone:_______________________ Fax:__________________________

Original redemption requests are to be sent to the Registrar and Transfer Agent, unless theInvestor is being paid the redemption proceeds to the same account indicated on the originalSubscription Agreement.

*Please note that only in exceptional circumstances will redemption payments be paid to a bankaccount other than that from which the subscription funds originated. Under no circumstances willredemption payments be made to an account other than of the shareholder. If payment instructionsare to another account of the shareholder, the Fund reserves the right to request supplementaryinformation before determining whether effect can be given to the instructions.