orbe brazil fund ltd - subscription documents - december 2009

8/2/2019 Orbe Brazil Fund Ltd - Subscription Documents - December 2009

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ORBE BRAZIL FUND LTD.VALUE BRAZIL 2 CLASS

a class of shares of

ORBE BRAZIL FUND LTD.

Subscription Documents

These are the documents to be completed topurchase Orbe Brazil Fund Ltd. Value Brazil 2 Shares

a class of shares of

ORBE BRAZIL FUND LTD.

_______________________________

Name of Applicant


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INSTRUCTIONS

A. Completion of Subscription Documents.Subscription Agreement. Read carefully pages S-32 to S-8 and Appendix 1 for Anti-Money Laundering Definitions.

Registration and Payment Information. See page S-9 for completion and payment instructions.

Informational Questionnaire(s): Complete all applicable questionnaires as follows:

* Non-US Individual Subscribers page S-13

* Non-US Entity Subscribers page S-14

* U.S. Tax Exempt Entities that are Employee Benefit Plans and Benefit Plan Investors page S-16

* U.S. Tax Exempt Entities that are Non-Employee Benefit Plans and are Not Benefit Plan Investors page S-20

* U.S. Persons that are not U.S. Tax Exempt Entities page S-22

* Accredited Investor Certification page S-24.

Signature Pages. Complete the signature pages pursuant to the instructions on page S-26.

Letter from Your Bank. See Section B below and Appendix 2.

Existing Shareholders Only. If you are an existing Shareholder adding to your investment and if all informationpreviously provided remains accurate, you only have to complete the form entitled Additional Subscription Request(on page S-29 and S-30) and, if required, the Payment Information and Bank Account Details forms on pages S-11and S-12 , and then follow normal payment and delivery instructions below.

B. Payment. Delivery of subscription funds should be coordinated with CACEIS (Bermuda) Limited (theAdministrator) upon notification to you of acceptance of your subscription. All payments should be by wiretransfer to be received by 11:00 a.m. (Bermuda time) on the second Business Day immediately preceding therelevant Subscription Day. Please see wire transfer instructions on page S-10 and ask your paying bank tocomplete and return the sample bank letter in the form attached as Appendix 2, or otherwise provide the same orsimilar information in a different form, to the Administrator by facsimile at the same time as the bank wiressubscription funds to the Company.

C. Documents Checklist. Please refer to Appendix 3 for the documentation required of all subscribers, including thanti-money laundering certification in Exhibit A to Appendix 3.

D. Delivery of Subscription Documents. The originals of all completed documents and checks should be sent toOrbe Brazil Fund Ltd., c/o CACEIS (Bermuda) Limited, 4th Floor Williams House, 20 Reid Street, Hamilton HM11, Bermuda; Attention: Investor Services Department, telephone 441-292-1018; facsimile 441-298-5031; [email protected], not less than five (5) Business Days prior to the Subscription Day.

E. Questions. All questions should be directed to the Administrator as set forth in Section D above or to OrbeManagement Co. Ltd. (the Investment Manager), c/o MQ Services Ltd., Victoria Place, 31 Victoria StreetHamilton HM 10, Bermuda.

SUBSCRIBERS MUST COMPLETE ALL RELEVANT SECTIONS OF THESE SUBSCRIPTIONDOCUMENTS. FAILURE TO DO SO MAY RESULT IN DELAY OF ACCEPTANCE OF A SUBSCRIBERSSUBSCRIPTION UNTIL PROPERLY COMPLETED SUBSCRIPTION DOCUMENTS HAVE BEENRECEIVED, PROCESSED AND APPROVED.


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SUBSCRIPTION AGREEMENT

Recognizing that Orbe Brazil Fund Ltd. (the Companyor the Fund) and the Administrator each rely onthe information set forth below, and that all such information shall be continuing and shall survive theexecution of this Subscription Agreement, each of the undersigned subscriber(s) (each a Subscriber) makesthe following statements which shall constitute representations and warranties of the Subscriber. EachSubscriber also agrees to notify the Company and the Administrator if any such statement becomes incompleteor inaccurate. Terms used in this Subscription Agreement but not defined herein shall have themeanings assigned to them in the Offering Memorandum dated April 2011 (the Memorandum)

of the Fund

DECLARATIONS OF ALL SUBSCRIBERS

1. Application. Subscriber hereby applies for an allotment of voting, redeemable and participatingShares (Shares) of the Fund in the amount set forth on the Subscriber Profile Form.

2. Memorandum. Subscriber has carefully read, understands, and agrees to be bound by theMemorandum and this Subscription Agreement. Subscriber is fully capable of assessing and bearingthe risks associated with an investment in the Fund.

3. Information Available. Subscriber confirms that the Companyhas made available to Subscriberthe opportunity to ask questions of, and receive answers from, the Company concerning this

investment, and to obtain any additional non-proprietary information which the Fund has in itspossession or is able to acquire without unreasonable effort or expense that is necessary to verify theaccuracy of the non-proprietary information in the Memorandum.

4. Reliance on Information Provided. Subscriber acknowledges that in deciding to invest in theFund, Subscriber has relied solely upon the information contained in, or referred to in, theMemorandum and nothing else. Subscriber acknowledges that no person is authorized to give anyinformation or to make any statement not contained in the Memorandum, and that any information orstatement not contained in the Memorandum must not be relied upon as having been authorized bythe Fund. The Subscriber is not relying on the Company, the Investment Manager, the Administrator,Winchester Fiduciary Services Limited (the Registrar and Transfer Agent) their affiliates, or anyother person or entity other than the Subscribers own advisors with respect to the legal, tax andother economic considerations involved in this investment.

5. Legal Requirements. All legal requirements necessary or appropriate in connection withSubscribers purchase of Shares have been complied with and each person signing this SubscriptionAgreement has full legal authority, capacity and power to do so, and Subscriber is not precluded bylaw, contract or otherwise from purchasing Shares. Subscriber represents that he is fully informed asto the legal and tax requirements of Subscribers governing country or jurisdiction regarding thepurchase of Shares.

6. Investor Qualifications. Subscriber represents and warrants that (a) Subscriber meets therequirements set forth in the Memorandum, which, among other things, requires that Subscriber beeither (i) a non-U.S. Person or (ii) a Permitted U.S. Person, as such terms are defined in theMemorandum, (b) this investment represents risk capital, (c) Subscriber is able to afford aninvestment in a speculative venture having the risks and objectives of the Fund and can sustain a loss

of this entire investment, (d) Subscriber is not precluded by law, contract or otherwise from investingin the Fund, (e) Subscriber either alone or with its financial adviser(s), is experienced in investmentsof this kind and is capable of evaluating the merits and risks of the Subscribers investment in theFund, (f) Subscriber is aware of the risks of investing and trading in the instruments in which theCompany will invest, either directly or indirectly, and the methods by which the Funds assets willbe held and traded, (g) Subscriber has determined that he/she/it is able to bear such risks and that theShares are a suitable investment for the Subscriber, and (h) Subscriber, or any person controlling,controlled by, or under common control with the Subscriber or any person having a beneficialinterest in the Subscriber, is not a Prohibited Investor as such term is defined in Appendix 1, andSubscriber is not investing and will not invest in the Fund on behalf of, or for the benefit of, anyProhibited Investor.


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7. Understanding of Certain Risks. Subscriber understands that (a) the Shares have not beenregistered under the laws of any jurisdiction and that notwithstanding the company is registered inBermuda as an Institutional Fund under the Investment Funds Act 2006, no governmental authorityhas approved the offering of Shares or has passed upon the offering of Shares, or made any findingsor determinations as to the fairness of this investment, (b) past performance is not a guarantee offuture investment success, and (c) this is a risky investment and can result in the loss of some or allof the Subscribers investment.

8. Binding Agreement. Subscriber agrees that this Subscription Agreement, upon acceptance by theCompany, shall constitute a binding agreement between the Company and Subscriber.

9. Restrictions on Hypothecation and Transfer. Subscriber understands and agrees that the Shares,once purchased, may not be re-offered for sale, sold, pledged, hypothecated, transferred, assigned, orotherwise disposed of by Subscriber except with the prior written consent of the Company, whichconsent may be granted or withheld in the Funds sole discretion.

10. Subscriptions. Subscriber understands that this subscription, once made, is irrevocable bySubscriber, and that the Company will advise Subscriber as soon as practicable whether thisSubscription Agreement, together with all or a portion of the subscription amount, has been acceptedor rejected. Subscriptions may be rejected in whole or in part in the sole and absolute discretion ofthe Companys Board of Directors.

11. Payments. Subscriber understands that (i) any checks sent to Subscribers registered address or toany other address directed by Subscriber and agreed to by the Company, or (ii) any wire transferssent to a financial institution pursuant to Subscribers instructions, will constitute payment toSubscriber and relieve the Fund of any further obligation to Subscriber with respect to the amountsso paid, and Subscriber releases the Company from any further obligation with respect thereto.Subscriber understands that the Company may impose such procedures as it deems appropriatebefore it will act upon any payment instructions from Subscriber.

12. Disposition. Subscriber understands and agrees that the Shares may not be offered for sale, sold,pledged, hypothecated, transferred, assigned, or otherwise disposed of without the prior writtenconsent of the Companys Board of Directors, which consent may be granted or withheld in the soleand absolute discretion of the Companys Board of Directors.

13. Fiduciary Capacity. If Subscriber is purchasing the Shares in a fiduciary capacity, all statementsmade herein relate to the person or entity for whom Subscriber is acting.

14. Information Provided. The information provided by Subscriber in connection with thisSubscription Agreement is true and correct.

15. Other Documentation. Subscriber understands that the Company and/or the Administrator on itsbehalf may require other documentation or information in addition to that already requested inconnection with this Subscription Agreement prior to deciding whether to accept this subscription,and Subscriber agrees to provide it, if reasonably requested.

16. Shareholder Status. Subscriber shall not become a Shareholder of the Company until Subscribersname is entered as a Shareholder on the Companys Share Register.


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17. Liability and Indemnification.(a) Liability. Subscriber agrees that neither the Company, the Investment Manager, the

Administrator or the Registrar and Transfer Agent, nor any of their respective principals,members, affiliates, directors, officers or employees, shall incur any liability (i) in respectof any action taken upon any information provided to the Fund by Subscriber or forrelying on any notice, consent, request, instructions, or other instrument believed in goodfaith to be genuine or to be signed by properly authorized persons on behalf ofSubscriber, including any document transmitted by facsimile, or (ii) for adhering to Anti-

Money Laundering Obligations set out in Declaration 18 or otherwise, or for adhering toany other legal requirement whether now or hereinafter in effect.

(b) Indemnification. Subscriber agrees that it will indemnify and hold harmless theCompany, the Investment Manager, the Administrator, and the Registrar and TransferAgent, and their respective affiliates, principals, members, directors, officers andemployees from and against any and all direct and consequential loss, damage, liability,cost or expense (including reasonable attorneys and accountants fees, whether incurredin an action between the parties hereto or otherwise) (each, a Loss) which theCompany or any one of them may incur by reason of or in connection with (i) anymisrepresentation made by Subscriber or any of Subscribers agents, any breach of anyrepresentation or warranty of Subscriber or the failure by Subscriber to fulfill any of itscovenants or agreements in this Subscription Agreement, (ii) the assertion of the

Subscribers lack of proper authorization from the Beneficial Owner(s) (as defined inDeclaration 18) to execute and perform the obligation under this Subscription Agreement,and (iii) Declaration 18, or complying with any law, whether now or hereafter in effect,which is designed to combat international terrorism or to detect criminal activity.

18. Bermuda and Company Anti-Money Laundering(a) General. Subscriber acknowledges that due to anti-money laundering requirements

operating in the Bermuda, as well as the Companys own internal anti-money launderingpolicies, the Administrator or Registrar and Transfer Agent may require furtheridentification of the Subscriber and the source of subscription funds before thisSubscription Agreement can be processed, subscription monies accepted, or a redemptionrequest can be processed. The Company, its Directors and officers, the Administrator,

the Registrar and Transfer Agent, and the Investment Manager, and their respectiveofficers, directors, principals, employees and affiliates shall be held harmless andindemnified against any Loss arising as a result of a failure to process this SubscriptionAgreement or a redemption application if such information has been required by theparties referred to and has not been satisfactorily provided by the Subscriber. Subscriberfurther acknowledges that all subscription payments transferred to the Company mustoriginate directly from a bank or brokerage account in the name of Subscriber.Subscriber represents and warrants that it is not involved in any money launderingschemes and that acceptance by the Company of this application to subscribe for Sharesin the Fund, together with acceptance of the appropriate remittance, will not breach anyapplicable rules and regulations designed to avoid money laundering. Specifically, theSubscriber represents and warrants that all evidence of identity provided is genuine and

all related information furnished and to be furnished is accurate. Subscriber agreespromptly to notify the Company of any change in information affecting therepresentations and warranties in this Declaration 18.


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(b) Beneficial Ownership.(1) Subscriber represents and warrants that it is subscribing for the Shares for

Subscribers own account and own risk, and, unless Subscriber advises theCompany to the contrary in writing, and identifies with specificity each beneficialowner on whose behalf Subscriber is acting, Subscriber represents that it is notacting as a nominee for any other person or entity, and no other person or entitywill have a beneficial or economic interest in Subscribers Shares. Subscriber alsorepresents that it does not have the intention or obligation to sell, distribute or

transfer the Shares, directly or indirectly, to any other person or entity or to anynominee account.

(2) If the Subscriber is (i) acting as trustee, agent, representative or disclosed nomineefor another person or entity, or (ii) an entity investing on behalf of underlyinginvestors (including a fund-of-funds), other than a publicly traded company listedon an organized exchange (or a subsidiary or a pension fund of such a company)

based in a Financial Action Task Force (FATF) Compliant Jurisdiction (thepersons, entities and underlying investors referred to in (i) and (ii) being referred tocollectively as the "Beneficial Owners), Subscriber represents and warrants that:

(A) Subscriber understands and acknowledges the representations, warranties andagreements made herein are made by Subscriber (i) with respect to Subscriber

and (ii) with respect to the Beneficial Owners;(B) Subscriber has all requisite power and authority from the Beneficial Owners to

execute and perform the obligations under this Subscription Agreement;

(C) Subscriber has adopted and implemented anti-money laundering policies,procedures and controls that comply with, and will continue to comply in allrespects with, the requirements of applicable anti-money laundering laws andregulations; and

(D) Subscriber has verified the identity of or has access to the identity of allBeneficial Owners and their source of funds, holds evidence of or has access tosuch information, and (i) will make such information available to the Companyupon request, or (ii) will provide a written certificate of a senior officer of

Subscriber with respect to the Subscribers compliance with the anti-moneylaundering policies, procedures and controls in the form of Exhibit A toAppendix 3 hereto, and, in either case, has procedures in place to ensure that noBeneficial Owner is a Prohibited Investor.

(3) Subscriber further represents and warrants that, to the best of its knowledge andbelief, neither the Beneficial Owners nor any person controlling, controlled by, orunder common control with the Beneficial Owners, nor any person having abeneficial or economic interest in the Beneficial Owners, is a Prohibited Investoror, unless disclosed to the Company in writing, a Senior Political Figure or amember of the Immediate Family or a Close Associate of a Senior Political Figure,and Subscriber is not investing and will not invest in the Fund on behalf or for thebenefit of any Prohibited Investor. Subscriber agrees promptly to notify theCompany of any change in information affecting the representations and warrantiesin this Declaration 18.

19. Source of Funds. Subscriber represents and warrants that the funds being used to make thisinvestment are not derived from any unlawful or criminal activities, and that Subscriber hasaccurately and fully answered all questions directed to the Subscriber, either orally or in writing,with respect to the source of funds being used to make this investment.

20. Misstatements, Suspicious Activity, and Prohibited Investor Sanctions. By signing thisSubscription Agreement, each Subscriber: (i) acknowledges that any misstatement may result in animmediate redemption of Subscribers Share(s); (ii) acknowledges that if a person who is resident inBermuda (including the Administrator) has a suspicion that a payment to the Company (by way of


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subscription or otherwise) contains the proceeds of criminal conduct, that person is required to reportsuch suspicion pursuant to one or more enforcement or regulatory agencies, including variousBermuda and other governmental agencies; and (iii) agrees that if the Company believes thatSubscriber or a beneficial owner of Subscriber is a Prohibited Investor, the Company may beobligated to freeze Subscribers investment, decline Subscribers redemption requests or segregatethe assets constituting Subscribers investment with the Company in accordance with applicable law.

21. Third Parties/Intermediaries. In the event that a subscription has been introduced to the Fund by athird party marketer or other intermediary, Subscriber acknowledges that the Fund may provide

information concerning the Subscribers investment in the Fund to such third party marketer orintermediary for certain bona fide purposes, including regulatory or anti-money launderingrequirements to which the third party marketer or intermediary may be subject.

22. Miscellaneous.(a) Entire Agreement. This Subscription Agreement represents the entire agreement of theparties with respect to the subject matter hereof and may not be changed or terminated, except ina writing signed by Subscriber and the Company.

(b) Waivers. No waiver by any party of any breach of any term of this SubscriptionAgreement shall be construed as a waiver of any subsequent breach of that term or any other termof the same or of a different nature.

(c) Binding Nature. This Subscription Agreement and the rights, powers, and duties setforth herein shall bind and inure to the benefit of the heirs, executors, administrators, other legalrepresentatives, successors, and assigns of the parties hereto.

(d) Counterparts. This Subscription Agreement may be executed in one or morecounterparts, each of which shall be an original and all of which taken together shall constituteone and the same instrument.

(e) Governing Law. This Subscription Agreement shall be deemed to have been madeunder, and shall be governed by, and construed in accordance with, the laws of Bermuda, as thesame may be amended from time to time (excluding the law thereof which requires theapplication of or reference to the law of any other jurisdiction).

(f) Choice of Venue. Subscriber irrevocably agrees that any suit, action or proceedingarising, directly, indirectly or otherwise, in connection with, out of, related to, or from, thisSubscription Agreement, any breach hereof, or any transaction covered hereby, shall beresolved, whether by arbitration or otherwise, exclusively within Bermuda. Accordingly,Subscriber irrevocably consents and submits to the exclusive jurisdiction of such courts locatedwithin Bermuda and may not claim that any such suit, action or proceedings has been broughtin an inconvenient forum. Subscriber hereby further irrevocably consents to the service ofprocess out of any of the aforesaid courts, in any such suit, action or proceeding, by the mailingof copies thereof, by certified or registered mail, return receipt requested, addressed to theSubscriber at the address then appearing on the records of the Company. Nothing containedherein shall affect the right of the Company to commence any action, suit or proceeding or

otherwise to proceed against the Subscriber in any other jurisdiction or to service of processupon the Subscriber in any manner permitted by any applicable law in any relevant jurisdiction.

(g) Joint and Several Undertaking. If more than one person is signing this SubscriptionAgreement as Subscriber, each undertaking, declaration, representation, warranty, affirmation orappointment herein shall be a joint and several undertaking of all such persons. Actions of anyone joint Subscriber pursuant to this Subscription Agreement shall bind all Subscribers. Asubscription in joint names creates a joint tenancy with right of survivorship.

(h) Swap or Derivative Transactions. Subscriber represents and warrants that Subscriberhas not entered into and will not enter into, in connection with the purchase of Shares, whetherdirectly or indirectly, a swap, variable insurance or annuity contract, structured note, option or


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other derivative instrument, the return or value of which is or will be based in whole or in parton the return of the Fund and/or the Shares, in any such instance, unless Subscriber hasdisclosed the same in writing to the Company and provided any additional information requiredby the Company.

23. Amendments to the Memorandum. We understand that changes may have occurred in the Fundsubsequent to the date of the Memorandum.

24. Proxy. The Subscriber hereby designates and appoints the Administrator with power of substitution,as the Subscribers true and lawful proxy for the purpose of voting any Shares issued pursuant to thisSubscription Agreement (or such portion thereof from time to time owned by the Subscriber) as saidproxy may determine on any and all matters arising at any annual or extraordinary general meetingof the Company upon which such Shares could be voted by the Subscriber (or the person in whosename the Shares hereby subscribed are registered at the Subscribers direction) if present in person atthe meeting. This proxy may be revoked by the Subscriber (or his registered nominee) eitherpersonally or by presentation of a subsequently executed form of proxy at any annual orextraordinary general meeting of the Company or by written notice to the Administrator prior to anysuch meeting.

DECLARATIONS OF NON-U.S. SUBSCRIBERS

25. Non-U.S. Persons. Subscriber is a non-U.S. Person as defined in Appendix 4 and (a) acknowledgesthat neither the offer or sale of the Shares took place while Subscriber was in the United States, and(b) is not purchasing the Shares for, or holding the Shares on behalf of or for, the account of, and willnot transfer (directly or indirectly) the Shares to, a U.S. Person (other than a Permitted U.S. Personas defined in the Memorandum). If Subscriber's status as a non-U.S. Person should changeSubscriber will immediately inform the Company and the Administrator. In such event, Subscriberagrees that the Company shall be entitled to (but shall not be obligated to) repurchase, or to requirethe Subscriber to sell to a person designated by the Company, the Subscribers Shares at a priceequal to the redemption price thereof based upon the most recent financial report sent by theCompany to its Shareholders or, in the discretion of the Board of Directors, the retroactiveredemption price as of the date determined by the Company by reference to the date of theunauthorized acquisition or transfer or as of the original subscription date for the Shares.

26. Canada. Each purchaser of Shares in Canada hereby acknowledges, and by this SubscriptionAgreement agrees, that it is such purchasers express wish that all documents evidencing or relatingin any way to the sale of such securities be drawn in the English language only. Chaque acheteur auCanada des valeurs mobilires recevant un avis de confirmation lgard de son acquisitionreconnatra que cest sa volont expresse que tous les documents faisant foi ou se rapportant dequelque manire la vente des valeurs mobilires soient rdigs uniquement en anglais.

27. U.K. Investor. Each purchaser of Shares in the United Kingdom hereby represents andacknowledges and by this Subscription Agreement agrees that it is a person of the kind described inthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) or aperson to whom the Company may be promoted under the Financial Services and Markets Act 2000(Financial Promotion) Order 2001 (as amended), Section 238 of the Financial Services and Markets

Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, and the Rules ofthe Financial Services Authority in the United Kingdom.


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REGISTRATION INFORMATION

All new subscribers must complete the following:

Subscriber Profile Formpage S-10 Payment Informationpage S-11

Note: Subscriptions must be a minimumof US$100,000 (new subscribers) orUS$50,000 (existing Shareholders). Your subscription payment should be madeat the time you deliver the completed Subscription Documents, but in any eventmust be received by the Administrator by the second Business Day immediatelypreceding the relevant Subscription Day.

Bank Account Detailspage S-12Note: This form is required to process future redemptions and distributions.


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SUBSCRIBER PROFILE FORM

ALL NEW SUBSCRIBERS MUST COMPLETE THIS PAGE.

EXISTING SHAREHOLDERS SHOULD SKIP TO PAGE S-25. IF THE SUBSCRIBER IS ACTING ASTRUSTEE, AGENT, REPRESENTATIVE OR NOMINEE FOR ANOTHER BENEFICIAL OWNER, PLEASEPROVIDE THE FOLLOWING INFORMATION WITH RESPECT TO THE REGISTERED HOLDER.

_________________________________ $___________________ or _________________________(Name of Subscriber) (Amount of Subscription*) (Number of Shares subscribed for)*The foregoing subscription amount includes a fee of 2% in respect of Imposto sobre Operaes Finsanceiras as to which see XI.FEES AND EXMPNSES in the Memorandum.

_____________________________________________________________________________________________(Exact Form of Subscriber name in which the Shares should be registered on the Companys Share Register)

_____________________________________________________________________________________________For Entities: (Type of Entity) (Jurisdiction of Formation)

FULL MAILING ADDRESS (EXACTLY AS IT SHOULD APPEAR ON LABELS):

Mr. Mrs. Ms. Dr. Other _____________

__________________________________________________________________________________________

(Exact Name)

__________________________________________________________________________________________(Street Address)

__________________________________________________________________________________________(City) (State/Province/Parish) (Zip/Postal Code) (Country)

__________________________________________________________________________________________(Telephone Number) (Facsimile) (E-mail)

RESIDENCE OR PRINCIPAL PLACE OF BUSINESS OR LEGAL ADDRESS (NO P.O. BOXES):

__________________________________________________________________________________________(Exact Name)

__________________________________________________________________________________________(Street Address)

__________________________________________________________________________________________(City) (State) (Zip Code) (Country)

__________________________________________________________________________________________(Telephone Number) (Facsimile) (E-mail)

Attention: _______________________________________________________________________________________________

COMMUNICATIONS TO SUBSCRIBER:

Please send all communications to (Initial one):_______ Mailing Address _______Residence or Principal Place of Business Address

_______ Mailing Address E-mail ______ Residence or Principal Place of Business E-mail

REFERRALS:

Was Subscriber referred to the Company by a placement agent? YES NO

If Yes, please name: ____________________________________________________________________________


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PAYMENT INFORMATION

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

A. NAME OF SUBSCRIBER: ________________________________________________________B. AMOUNT OF SUBSCRIPTION:

US$__________________________________________________

C. NAME AND ADDRESS OF FINANCIAL INSTITUTION FROM WHICH SUBSCRIPTIONMONIES ARE PAID:

D. ACCOUNT NAME AND NUMBER BEING DEBITED:

E. PAYMENT MUST BE BY WIRE TRANSFER.

WIRE INSTRUCTIONS:

RBC CenturaRocky Mount, NCABA#: 053100850A/C: Winchester ReservesA/C#: 0007069158FFC: Orbe Brazil Fund Ltd.FFC A/C: 100556511

IMPORTANT:1. Please have your bank identify on the wire transfer the name of the intended registered holder.2. Please have your bank charge its wiring fees separately so that an even amount may be invested.3. In order to comply with the anti-money laundering regulations applicable to the Company and the

Administrator, the financial institution which remits the subscription monies on behalf of theSubscriber either must complete and submit the letter attached hereto as Appendix 2 or otherwiseprovide the same or similar information in a different form.


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BANK ACCOUNT DETAILS

ALL NEW SUBSCRIBERS MUST COMPLETE THIS PAGE

Give details of the financial institution to receive redemption proceeds or other cash distributions ($U.S. only).Please note that if this section is not completed, payments to you may be delayed.

Until further written notice, funds may be wired to the Subscriber as follows:

Bank Name: ______________________________________________________________________

Bank Address: ______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

ABA or CHIPS No.: ______________________________________________________________________

Account Name: ______________________________________________________________________

Account Number: ______________________________________________________________________

For further credit (F/B/O): ______________________________________________________________________

PLEASE NOTE THAT ANTI-MONEY LAUNDERING REGULATIONSAPPLICABLE TO THE FUND AND THE ADMINISTRATOR MAY AFFECTTHE PAYMENT AND TIMING OF ALL REDEMPTION PROCEEDS ANDOTHER DISTRIBUTIONS.


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QUESTIONNAIRE FOR NON-U.S. INDIVIDUAL SUBSCRIBERS

GENERAL ELIGIBILITY INFORMATION

PLEASE COMPLETE ALL APPROPRIATE ITEMS

1. Name of Subscriber(s):2. Type of Subscriber (Check one):

Individual Tenants In Common Joint Tenants (with rights of Survivorship)

Other:

3. Occupation(s):4. Citizenship: Passport Identification Number:5. Does Subscriber have prior experience in investing in private placements of restricted securities?

YES NO

6. Is Subscriber subject to any legal constraint or is Subscriber aware of any reason which may preclude or limitSubscribers participation in any Fund investment?

YES NO

If Yes, please explain

7. For Anti-Money Laundering purposes, please describe with particularity the source of the funds being usedfor this investment:

8. Are you willing to provide additional information, if requested, in order to help the Fund comply withBermuda or Company anti-terrorism policies?

YES NO

9. Are you subscribing, directly or indirectly, for the account of another person?YES NO

If Yes, please note Declaration 18(b) on pages S-6, and

Name that Person:

PLEASE TURN TO PAGE S-26


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QUESTIONNAIRE FOR NON-U.S. ENTITY SUBSCRIBERS


PLEASE COMPLETE ALL APPROPRIATE ITEMS

1. Name of Subscriber:2. Subscribers Primary Business:3. Subscriber is (check appropriate type and provide requested information):

Corporation (Date and Place of Incorporation):

Partnership or Limited Duration Company (Country where formed and date of Organization):

Trust (Date and Place of Formation):

Non-U.S. Pension or Retirement Plan:

Other (Describe):

4. Is Subscriber's principal place of business located in the country of its formation?YES NO

If No, state where Subscribers principal place of business is located:

5. Do the investments of benefit plan investors constitute 25% or more of Subscribers net assets after excludingany investment by the Investment Manager and its affiliates in Subscriber?

YES NO

6. Is Subscriber subject to any legal constraints or is Subscriber aware of any reason which may preclude or limitSubscriber's participation in any Company investment?

YES NO

If Yes, please explain.

7. Does Subscriber have prior experience in investing in private placements of restricted securities?YES NO

8. Do Subscribers organizational documents permit Subscriber to make this investment?YES NO

9. Are you prepared to provide the Company with a copy of Subscribers organizational documents upon request?YES NO

10.For Anti-Money Laundering purposes, please describe with particularity the source of the funds being usedfor this investment and the name of the anti-money laundering law to which Subscriber is subject:


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11.Are you willing to provide additional information, if requested, in order to help the Company comply withBermuda and U.S. Governments anti-terrorism policies?

YES NO

12.Is Subscriber subject to the U.S. Bank Holding Company Act of 1956, as amended ( BHC Act) or isSubscriber an affiliate of a U.S. bank holding company or a non-bank subsidiary of a U.S. non-bank holdingcompany, or otherwise subject to the BHC Act?

YES NO

13.Are you subscribing, directly or indirectly, for the account of another person?YES NO

If Yes, please note Declaration 18(b) on pages S-5.

14. Are you regulated by a governmental or quasi-governmental regulator?YES NO

If Yes, please provide name and address of that regulator:

15. Do any of your investors/shareholders include employee benefit, pension or retirement funds?YES NO

If Yes, what percentage of your investors/shareholders do they represent:

If Subscriber is a commodity pool under the U.S. Commodity Exchange Act, please provide the name of the commodity pool

operator or the exemption or other relief relied upon for not having one.



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QUESTIONNAIRE FOR U.S. TAX EXEMPT ENTITIES THAT ARE

EMPLOYEE BENEFIT PLANS AND BENEFIT PLAN INVESTORS


PLEASE COMPLETE ALL APPROPRIATE ITEMS.

1. Name of Subscriber:2. IRS Identification Number:3. Does this investment exceed 10% of the Subscribers assets?

YES NO

4. (a) Is Subscriber an "employee benefit plan" within the meaning of Title I of ERISA (an "ERISA Plan") with aninvestment fiduciary as defined in Section 3(21) of ERISA or other person(s) making investment decisions onbehalf of the plan which is a bank, savings and loan association, insurance company or registered investmentadviser (other than an affiliate of the Trading Advisor), which fiduciary will decide whether to purchase anInterest?

YES NO

If Yes, give details concerning the type of plan and the identity of the person(s) making investment decisionson behalf of the plan:

(b) Is Subscriber an insurance company separate account the underlying assets of which constitute plan assets?

YES NO

(c) Is the Subscriber the general account of an insurance company any part of whose assets constitute plan assetswithin the meaning of Section 401 of ERISA?

YES NO

(d) Is Subscriber an IRA, a Keogh Plan covering only a self-employed individual, or any other one member plan?YES NO

If Yes, give details concerning the type of plan and the identity of the person(s) making investment decisionson behalf of the plan:

(e) Is Subscriber a governmental plan?YES NO

(f) Is Subscriber a benefit plan investor (within the meaning of U.S. Department of Labor regulations issuedunder ERISA) that is not described in 4(a), (b), (c) or (d) above?

YES NO


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S - 16

If Yes give details concerning the type of benefit plan investor (i.e., employee benefit plan not subject toERISA, commingled or collective investment fund or other entity the assets of which constitute plan assets):

(g) Is Subscriber an employee benefit plan that permits participants to direct the investment of contributions madeto the plan on their behalf?

YES NO

5. Is Subscriber subject to any legal constraints, or is the individual executing this Questionnaire on behalf ofSubscriber, aware of any reason which may preclude or limit Subscriber's participation in any potential Companyinvestment?

YES NO

If Yes, please explain:

6. Does the Subscriber or the individual participant of a self directed employee benefit plan or one member plan orother person making investment decisions on behalf of the plan, have prior experience with private placements ofrestricted securities?

YES NO

7. Do Subscribers organizational documents and governing laws permit Subscriber to make this investment?YES NO

8. Are you prepared to provide the Company with a copy of Subscribers organizational documents upon request?YES NO

9. Provide any additional information which would be helpful in evaluating Subscribers knowledge and experiencein financial and business matters:________________________________________________________________

___________________________________________________________________________________________

10. The investment fiduciary or other person(s) making investment decisions on behalf of Subscriber (i.e. theTrustee(s), Custodian or Plan Investment Committee, or in the case of a one-member plan such as an IRA, theindividual participant of the Subscriber) hereby represents and warrants that the answers to the following currently

are true without regard to Subscribers investment in the Fund:(a) Does the Investment Manager or any of the Investment Managers employees or affiliates currently

manage any part of Subscribers or the individual participants investment portfolio on a discretionarybasis?

YES NO

(b) Does the Investment Manager or any of the Investment Managers e mployees or affiliates currentlygive regular investment advice to or on behalf of Subscriber?

YES NO


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S - 17

(c) Does the Investment Manager or any of the Investment Managers employees or affiliates currentlyhave an agreement or understanding, written or unwritten, with the Subscriber or on behalf ofSubscriber under which information, recommendations and advice concerning investments used bySubscriber or the investment fiduciary as a primary basis for its current investment decisions?

YES NO

(d) Does the Investment Manager or any of the Investment Managers employees or affiliates have anagreement or understanding, written or unwritten, with the investment fiduciary under which the latter

receives individualized investment advice concerning Subscribers assets?

YES NO

(e) Is the Investment Manager or any of the Investment Managers employees or affiliates related to orotherwise affiliated with Subscriber or the investment fiduciary of Subscriber?

YES NO

11. The Subscribers investment fiduciary hereby represents and warrants the following on behalf of Subscriber:(a) Though a representative of the Investment Manager may have provided Subscribers investment

fiduciary with a copy of the Memorandum, the investment fiduciary who is independent of theInvestment Manager, has studied the Memorandum and has made an independent decision to purchaseShares solely on the basis of such Memorandum and without reliance on any other information orstatements as to the appropriateness of this investment for Subscriber.

(b) All the obligations and requirements of ERISA, including prudence and diversification, or otherapplicable law with respect to the investment of plan assets have been considered.

(c) Subscriber understands that neither the Investment Manager, nor any of the Investment Managersaffiliates: (i) has exercised any investment discretion or control with respect to Subscribers purchaseof any Shares; (ii) has authority, responsibility to give, or have given individualized investment advicewith respect to Subscribers purchase of any Shares; or (iii) are employers maintaining or contributingto any plan or plan investor in Subscriber.

(d) This investment conforms in all respects to the governing documents of Subscriber.(e) The person executing this Subscription Agreement on behalf of Subscriber is a fiduciary of such plan

and trust and/or custodial account (within the meaning of Section 3(21)(A) of ERISA, Section4975(e)(3) of the Code or other applicable law) and is authorized to execute this SubscriptionAgreement; the execution and delivery of this Subscription Agreement with respect to Subscriber has

been duly authorized in accordance with the provisions of Subscribers governing documents; thisinvestment conforms in all respects to all laws applicable to Subscriber and conforms to, and is

permitted by, Subscribers governing documents; and, in making this investment, Subscriber is awareof, and has taken into consideration, among other things, risk return factors and the anticipated effect ofthis investment on the diversification, liquidity and cash flow needs of Subscriber and the projectedeffect of the investment in meeting Subscribers funding objectives, and has concluded that thisinvestment is a prudent one.

(f) Subscribers governing documents do not prohibit the Company from investing in specific securitiesderivatives or other investments, assets or asset types, including, but not limited to, securities which wouldbe deemed to be employer securities with respect to the Subscriber as defined in Section 407 of ERISA.

(g) Subscriber (or Subscribers individual participant) has carefully read the Memorandum and fullyunderstands the tax considerations and risks discussed therein.

12. For anti-money laundering purposes, please describe with particularity the source or sources of the funds beingused to make this investment:


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S - 18

13. Are you willing to provide additional information, if requested, in order to help the Fund comply with Bermudaand Company anti-money laundering policies?

YES NO





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S - 19

QUESTIONNAIRE FOR U.S. TAX EXEMPT ENTITIES THAT ARE

NON-EMPLOYEE BENEFIT PLANS AND ARE NOT BENEFIT PLAN INVESTORS



1. Name of Subscriber:

2. Taxpayer EIN Number:

3. Subscribers Primary Business:

4. Subscriber is one of the following (check as appropriate and describe Subscribers activities):

Endowment:

Foundation:

Trust:

Other:

5. Is Subscriber's principal place of business located in the state of its formation? YES NO

If no, state where Subscribers principal place of business is located:

6. Do the investments of benefit plan investors constitute 25% or more of Subscriber's net assets after excluding any investment bythe Investment Manager and its affiliates in Subscriber?

YES NO

For this purpose benefit plan investor includes all types of U.S. and non-U.S. employee benefit plans or retirement plans, orschemes, accounts, annuities, arrangements or other entities funding, directly or indirectly, the assets of U.S. or non-U.S. employeebenefit plans or retirement plans.

If Yes, please complete the Questionnaire for U.S. Tax Exempt Entities that are Employee Benefit Plans and Benefit PlanInvestors.

7. Is Subscriber subject to any legal constraints, or is the individual executing this Questionnaire on behalf of Subscriber, aware oany reason which may preclude or limit Subscriber's participation in any potential Company investment?

YES NO


8. Does Subscriber have prior experience with private placements of restricted securities?

YES NO

9. Does this investment constitute over 40% of Subscribers assets or committed capital?


21/37

S - 20

YES NO

10. Was the Subscriber organized for the specific purpose of acquiring the Shares in the Fund?

YES NO

11. Do Subscribers organizational documents permit Subscriber to make this investment?

YES NO

12. Are you prepared to provide the Fund with a copy of Subscribers organizational documentsupon request?

YES NO

13. Provide additional information which would be helpful in evaluating Subscribers knowledge and experience in financial andbusiness matters:

14. For anti-money laundering purposes, please describe with particularity the source or sources of the funds being used for thisinvestment:

15. What investment goals do you intend to achieve by investing in the Fund?

___________________________________________________________________________________________

16. Are you willing to provide additional information, if requested, in order to help the Company comply with the anti-moneylaundering policies of other jurisdictions if necessary?

YES NO

17. Are you subscribing, directly or indirectly, for the account of another person?

YES NO




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S - 21

QUESTIONNAIRE FOR U.S. PERSONS THAT ARE NOT U.S. TAX EXEMPT ENTITIES



1. Name of Subscriber(s):

2. Type of Subscriber (Check one):

Individual Tenants In Common Joint Tenants (with rights of Survivorship)

Corporation (Date and Place of Incorporation):

Partnership or Limited Liability Company (State where formed and date of Organization):

Trust (Date and Place of Formation):

Other (Describe):

3. Social Security/Taxpayer EIN Number:

4. Subscribers Primary Occupation/Business:

5. Does Subscriber have prior experience in investing in private placements of restricted securities?

YES NO

6. Is Subscriber subject to any legal constraint or is Subscriber aware of any reason which may preclude orlimit Subscribers participation in any Fund investment?

YES NO

If Yes, please explain

7. For Anti-Money Laundering purposes, please describe with particularity the source of the funds beingused for this investment:

8. Are you willing to provide additional information, if requested, in order to help the Fund comply withBermuda or Company anti-terrorism policies?

YES NO


If Yes, please note Declaration 18(b) on pages S-6, and

Name that Person:

10. Is Subscriber subject to any legal constraints, or is the individual executing this Questionnaire on behalf of Subscriber,aware of any reason which may preclude or limit Subscriber's participation in any potential Company investment?


23/37

S - 22

YES NO


NOTE: QUESTIONS 11-15 TO BE COMPLETED ONLY BY ENTITY INVESTORS

11. Is Subscriber's principal place of business located in the state of its formation? YES NOIf no, state where Subscribers principal place of business is located:

12. Does this investment constitute over 40% of Subscribers assets or committed capital?

YES NO

13. Was the Subscriber organized for the specific purpose of acquiring the Shares in the Fund?

YES NO

14. Do Subscribers organizational documents permit Subscriber to make this investment?

YES NO

15. Are you prepared to provide the Fund with a copy of Subscribers organizational documents upon request?

YES NO



24/37


25/37

S - 24

(o) Any insurance company as defined in Section 2(13) of the 1933 Act; any investment company registered underthe U.S. Investment Company Act of 1940, as amended or Business Development Company as defined inSection 2(a)(48) of that Act.

(p) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section301(c) or (d) of the U.S. Small Business Investment Act of 1958.

(q) Other, including an entity in which all beneficial owners are Accredited Investors (please explain).



26/37

S - 25

SIGNATURE PAGES

All new subscribers must complete the following:

Signature pagepage S-27 IRA Plan SubscribersIn lieu of

obtaining the Custodians signature on

Page S-27, you may submit a separatedocument containing the Custodians

authorization for this investment

Authorized signature(s) pagepage S-28


27/37

S - 26

SIGNATURE PAGE

(To Be Signed By All Subscribers)

INDIVIDUAL(S):

(Print Name of Subscriber)

Dated:(Signature of Subscriber)

(Print Name of Co-Subscriber, if applicable)

Dated:(Signature of Co-Subscriber, if applicable)

ENTITIES:

________________________________________________________________(Print Name of Subscriber)

Dated:(Signature of Authorized Signatory)

_________________________________________________________________(Print Name and Title of Signatory)

Dated:(Signature of Required Authorized Co-Signatory, if applicable)

(Print Name and Title of Co-Signatory, if applicable)

RETIREMENT PLANS: [Dual Signatures are Required for individual plan participants]

(Print Name of Plan Subscriber)

Dated:(Signature of Individual Plan Participant)

Dated:(Signature of Custodian or Trustee) (Print Name)

Dated:(Signature of Any Other Required Signatory) (Print Name)

FOR USE BY FUND ONLY

Subscription has been: Accepted Accepted in Part Rejected Other

Subscription Amount: $ Number, Class and Series of Shares:

Receipt Sent: Yes No

Restricted Series Unrestricted Series

Dated: Authorized Signature:


28/37

S - 27

AUTHORIZED SIGNATURE(S)

(To Be Signed By All Subscribers)

IMPORTANT: Only those persons whose name and signatures appear on this page or who areotherwise designated in writing by Subscriber will be recognized as authorized signatories onbehalf of Subscriber. (Use additional sheets if necessary.)

1) Please check one of the following:

Any one of the signatures appearing below is authorized to issue instructions on behalf of Subscriber

Any two signatures appearing below, acting jointly are authorized to issue instructions on behalf ofSubscriber

Other (Specify if different:)

2) Please complete the following for all authorized signatories(Print Name, Sign and Date):

Name:

Title:

Signature:

Dated:

Name:

Title:

Signature:

Dated:

Name:

Title:

Signature:

Dated:

Name:

Title:

Signature:

Dated:


29/37

S - 28

ADDITIONAL SUBSCRIPTON

REQUEST FOR

EXISTING SHAREHOLDERS

Complete This Form Only If You Are AnExisting Shareholder Seeking To Add To YourInvestment

Make sure you also complete the PaymentInformation and Bank Account Details forms

on pages S-11 and S-12


30/37

S - 29

ORBE BRAZIL FUND LTD.VALUE BRAZIL 2 CLASSADDITIONAL SUBSCRIPTION REQUEST FOR EXISTING SHAREHOLDERS

Orbe Brazil Fund Ltd.Value Brazil 2 Classc/o CACEIS (Bermuda) LimitedWilliams House20 Reid StreetHamilton HM 11, Bermuda

The undersigned Shareholder hereby subscribes for the additional amount set forth below for Shares of theClass currently owned upon the terms and conditions described in the Confidential Offering Memorandum forOrbe Brazil Fund Ltd.Value Brazil 2 Class Shares. The undersigned restates all of the declarations in theundersigneds original Subscription Agreement as if they were made on the date hereof, certifies that all of theinformation in the undersigneds original Subscription Agreement remains accurate and complete.

Name of Shareholder(s): Account Number:

Form of Payment: Complete Payment Information and Bank Account Details forms on pages S-10and S-11

Additional Subscription Amount: $____________________________________________________________

SIGNATURE(S)

INDIVIDUAL SUBSCRIBERS:

(Signature of Subscriber)Dated:

(Signature of Co-Subscriber, if applicable)Dated:

ENTITY SUBSCRIBERS: [IRA Participants and Custodians must sign]

Dated:

(Signature of Authorized Signatory)Dated:

(Signature of Any Other Required Signatory) (Print Name)

Dated:(Signature of Any Other Required Signatory) (Print Name)

FOR USE BY FUND ONLY

Subscription has been: Accepted Accepted in Part Rejected Other

Subscription Amount: $ Number, Class and Series of Shares:

Receipt Sent: Yes No

Restricted Series Unrestricted Series

Dated: Authorized Signature:


31/37

S - 30

ORBE BRAZIL FUND LTD. VALUE BRAZIL 2 CLASS

REQUEST FOR REDEMPTION OF SHARES

Orbe Brazil Fund Ltd.Value Brazil 2 ClassCACEIS (Bermuda) LimitedWilliams House20 Reid StreetHamilton HM 11, Bermuda

Dear Sir or Madam:

The undersigned Shareholder of the Fund (the Shareholder) hereby requests that the Fund redeem theShareholders Shares in the Fund (the Shares) as specified below:

(check one)

100% of the Shares

Shares valued at $_______________

as of (specify proposed Redemption Date): ____________________

The Shareholder understands that the Fund will remit the Shareholders redemption proceeds to thesame account from which the Shareholders investment in the Fund was originally remitted.

SIGNATURE FOR INDIVIDUALSHAREHOLDER:

SIGNATURE FOR PARTNERSHIP,CORPORATION, TRUST OR OTHERENTITY SHAREHOLDER:

_______________________________________(Signature)

_______________________________________(Print Name)

_______________________________________(Signature of Joint Shareholder, if any)

_______________________________________(Print Name of Joint Shareholder, if any)

Dated:

_____________________________________(Print Name of Shareholder)

_____________________________________(Signature)

_____________________________________(Print Name of Person Signing)

_____________________________________(Print Title of Person Signing)

Dated:


32/37

S - 31

APPENDICES

ALL SUBSCRIBERS MUST REVIEW THEFOLLOWING:

Anti-Money Laundering DefinitionsAppendix 1 Bank Letter For WiresAppendix 2 Documents Required To Be DeliveredAppendix 3


33/37

App.1-1

Appendix 1ANTI-MONEY LAUNDERING DEFINITIONS

Close Associate of a Senior Political Figure is a person who is widely and publicly knowninternationally to maintain an unusually close relationship with the Senior Political Figure, and includes a

person who is in a position to conduct substantial domestic and international financial transactions onbehalf of the Senior Political Figure.

FATF-Compliant Jurisdiction is a jurisdiction that (i) is a member in good standing of FATF and (ii)

has undergone two rounds of FATF mutual evaluations.

FATF means the Financial Action Task Force on Money Laundering.

Bank means an organization that (i) is organized under the laws of any country (ii) engages in thebusiness of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of thecountry of its organization or principal banking operations, (iv) receives deposits to a substantial extent inthe regular course of its business, and (v) has the power to accept demand deposits.

Foreign Shell Bank means a Bank without a Physical Presence in any country, but does not include aRegulated Affiliate. Regulated Affiliate means a Foreign Shell Bank that (i) is an affiliate of a depositoryinstitution, credit union, or Bank that maintains a Physical Presence in a country and (ii) is subject tosupervision by a banking authority in the country regulating such affiliated depository institution, creditunion, or Bank.

Immediate Family of a Senior Political Figure typically includes such persons parents, siblings,spouse, children and in-laws.

Non-Cooperative Jurisdiction means any non-U.S. country that has been designated as non-cooperativewith international anti-money laundering principles or procedures by an intergovernmental group ororganization, such as the FATF, of which the United States is a member and with which designation the

United States representative to the group or organization continues to concur.

Physical Presence means a place of business that is maintained by a Bank and is located at a fixed

address, other than solely a post office box or an electronic address, in a country in which the Bank isauthorized to conduct banking activities, at which location the Bank (i) employs one or more individualson a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject toinspection by the banking authority that licensed the Bank to conduct banking activities.

Prohibited Investor means (i) a person or entity whose name appears on the various lists issued andmaintained by the U.S. Office of Foreign Assets Control (OFAC), including the Lis t of SpeciallyDesignated Nationals and Blocked Persons, the Specially Designated Terrorists List and the Specially

Designated Narcotics Traffickers List;

(ii) a Foreign Shell Bank; or (iii) a person or entity who is a

________________________

For a current list of FATF compliant jurisdictions refer to the Financial Action Task Force website,

http://www1.oecd.org/fatf/Members_en.htm

The list of Non-Cooperative Countries and Territories is amended periodically. For a current list of Non-Cooperative

Countries and Territories, refer to the Financial Action Task Force website,http://www1.oecd.org/fatf/NCCT_en.htm

The OFAC lists may be found at the OFAC website:http://www.treas.gov/ofac
http://www1.oecd.org/fatf/NCCT_en.htmhttp://www1.oecd.org/fatf/NCCT_en.htmhttp://www1.oecd.org/fatf/NCCT_en.htmhttp://www1.oecd.org/fatf/NCCT_en.htmhttp://www1.oecd.org/fatf/NCCT_en.htmhttp://www.treas.gov/ofachttp://www.treas.gov/ofachttp://www.treas.gov/ofachttp://www.treas.gov/ofachttp://www1.oecd.org/fatf/NCCT_en.htmhttp://www1.oecd.org/fatf/NCCT_en.htm


34/37

App.1-2

citizen or resident of, or which is located in, or whose subscription funds are transferred from or through,a Bank in a Non-Cooperative Jurisdiction or Sanctioned Regime.

Regulated Affiliate means a Foreign Shell Bank that (i) is an affiliate of a depository institution, creditunion, or Bank that maintains a Physical Presence in a. country, and (ii) is subject to supervision by abanking authority in the country regulating such affiliated depository institution, credit union, or Bank.

Sanctioned Regimes means targeted countries, terrorism sponsoring organizations and internationalnarcotics traffickers in respect of which OFAC administers and enforces economic and trade sanctions

based on foreign policy and national security goals.

Senior Political Figure means a senior official in the executive, legislative, administrative, military orjudicial branch of any government (whether elected or not), a senior official of a major political party, ora senior executive of a government-owned corporation. In addition, a Senior Political Figure includes anycorporation, business or other entity that has been formed by, or for the benefit of, a Senior PoliticalFigure.

________________________

For a current list of those regimes in which OFAC has imposed sanctions refer to the following website:

http://www.ustreas.gov/offices/eotffc/ofas/sanctions/index.html.


35/37

App.2-1

Appendix 2

PLEASE GIVE THIS LETTER TO THE FINANCIAL INSTITUTION FROM WHICHSUBSCRIPTION MONIES ARE WIRED AND HAVE THE FINANCIAL INSTITUTION EITHERRETURN IT TO THE ADMINISTRATOR AT THE SAME TIME THAT THE SUBSCRIPTIONMONIES ARE WIRED, OR PROVIDE THE SAME INFORMATION IN A DIFFERENT FORM.

[to be placed on letterhead of the financial institution remitting payment]

Date: ___________________, 20 _____

CACEIS (Bermuda) LimitedWilliams House20 Reid StreetHamilton HM 11, Bermuda

RE: Orbe Brazil Fund Ltd.Value Brazil 2 Class Shares (the Fund)

Dear Sirs:

1. Name of Remitting Financial Institution:2. Address of Remitting Financial Institution:3. Name of Customer:4. Address of Customer:5. We have credited your account at:

Account Number:

For the Amount of:$

By Order of:(Name of Subscriber)

On the Following Date: .

The above information is given in strictest confidence for your own use only and without any guarantee,responsibility, or liability on the part of this institution or its officials.

Yours faithfully.

Signed:

Full Name:

Position:


36/37

Appendix 3

Documents Required

A. Documentation Required From Subscribers on Initial Subscription:1. Individuals

1.1 Completed Subscription Documents duly executed.1.2 Copy of passport or other government issued picture identification duly certified.1.3 Proof of current address (e.g., current utility bill) if not included in 1.2 above.2. Entities

2.1 Completed Subscription Documents duly-signed by authorized signatories.2.2 Copies of Certificate of Formation or formation documents (e.g., certificate of

incorporation, bye-laws, trust deed, partnership agreement, etc. and evidence of currentgood standing to conduct business.

2.3 A copy of current offering memorandum if Subscriber is a fund-of-funds.2.4 Copies of authorized signatories list.2.5 Anti-money laundering certification in the form of Exhibit A.B. Documentation Required From Investors For Subsequent Subscriptions:

1. Individuals - completed Additional Subscription Request signed by registeredShareholder.

2. Entitiescompleted Additional Subscription Request signed by authorized signatories ofregistered Shareholder. If signatories differ from those on file, furnish copy of latestauthorized signatories list.

3. IRA and other one member Plans - completed Additional Subscription Request signed byauthorized signatories of registered Shareholder, and the individual participant.

Note: Your Subscription Agreement will not be deemed complete until all of the requireddocumentation listed above is received by the Administrator. Upon approval of the Subscribers

subscription and verification of the Subscribers identity, the Subscriber will receive confirmation of

the number of shares purchased. If the subscription is not accepted, payment will be returned to theprospective Subscriber.


37/37

EXHIBIT A

AML CERTIFICATION FORM FOR ENTITIES THATINVEST ON BEHALF OF THIRD PARTIES

The undersigned, being the ____________________ of____________________________,

Insert Title Insert Name of Entity

a ________________________ organized under the laws of ___________________________Insert Type of Entity Insert Jurisdiction of

Organization(the Company), does hereby certify on behalf of the Company that it is aware of the

requirements of The Proceeds of Crime Act 1997, as amended and Money Laundering

Regulations 1998, as amended and the anti-money laundering laws and regulations as established

in its jurisdiction of organization (collectively, the anti-money laundering laws). The

Company has anti-money laundering policies and procedures in place reasonably designed to

verify the identity of the beneficial owners of the investment in Orbe Brazil Fund Ltd. Value

Brazil 2 Class Shares (the Fund) and their sources of funds. Such policies and procedures are

properly enforced and are consistent with the anti-money laundering laws such that the Fund

may rely on this Certification.

The Company hereby represents to the Fund that, to the best of its knowledge, the

beneficial owners of the investment in the Fund are not individuals, entities or countries that may

subject the Fund to criminal or civil violations of anti-money laundering laws. The Company

has read the Subscribers Declarations in the Funds Subscription Documents. The Company has

taken all reasonable steps to ensure that the owners of the investment in the Fund are able to

certify to such representations. The Company agrees promptly to notify the Fund should the

Company have any questions relating to any of the investors or become aware of any changes in

the representation set forth in this Certification.

Date: _________________ By:Name:Title: