PROSPECTUS. THE BB FUND SPC (An exempted company organized under the laws of the Cayman Islands and registered as a segregated portfolio company)

Transcription

1 Copy Number: For The Exclusive Use of: 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 April 2014 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)

2 REGULATORY NOTES THIS PROSPECTUS (THE PROSPECTUS ) MUST BE READ IN ITS ENTIRETY, IS STRICTLY CONFIDENTIAL AND IS SUPPLIED FOR THE EXCLUSIVE USE OF THE RECIPIENT. UNDER NO CIRCUMSTANCES SHOULD IT BE COPIED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT S ACCOUNTING, INVESTMENT, LEGAL OR TAX OR OTHER ADVISERS. THIS PROSPECTUS CONTAINS INFORMATION ABOUT THE BB FUND SPC (THE FUND ) FOR THE PURPOSE OF GIVING INFORMATION TO PROSPECTIVE SHAREHOLDERS (THE SHAREHOLDERS ). THE FIFTEEN (15) CLASSES OF PARTICIPATING, NON-VOTING, REDEEMABLE SHARES (THE SHARES ), EACH OF WHICH IS REFERABLE TO A DIFFERENT SEGREGATED PORTFOLIO (WHICH SHALL BE COLLECTIVELY REFERRED TO HEREIN AS THE SUB-FUNDS AND EACH A SUB-FUND ) OF THE FUND, AVAILABLE FOR PURCHASE BY PROSPECTIVE SHAREHOLDERS ARE OFFERED ON THE BASIS OF THE INFORMATION CONTAINED IN THIS PROSPECTUS, AND ANY FURTHER INFORMATION GIVEN OR REPRESENTATIONS MADE BY ANY PERSON SHOULD NOT BE CONSIDERED AS BEING AUTHORIZED BY THE FUND AND SHOULD NOT BE RELIED ON. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY BODY NOR HAS ANY SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY BODY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE REGISTRAR AND TRANSFER AGENT, THE PORTFOLIO MANAGER, THE ADVISOR OR OTHER AGENTS OF THE FUND OR ANY SUB-FUND. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS IN DETERMINING ALL TAX CONSEQUENCES WITH RESPECT TO THEIR OWN PARTICULAR CIRCUMSTANCES UNDER THE LAWS OF THE JURISDICTIONS OF WHICH THEY ARE CITIZENS, RESIDENTS OR DOMICILIARIES OR IN WHICH THEY CONDUCT BUSINESS. THE SHARES MAY NOT BE OFFERED AS A 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-RESIDENT ENTITY ESTABLISHED IN THE CAYMAN ISLANDS FROM INVESTING). THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 OF THE UNITED STATES, AS AMENDED, NOR HAS THE FUND BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940 AS AMENDED AND, EXCEPT IN A TRASACTION WHICH DOES NOT VIOLATE SUCH ACTS, MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF A US PERSON. NOTWITHSTANDING THE FOREGOING, THE FUND MAY ARRANGE FOR THE PRIVATE PLACEMENT OF SHARES TO INVESTORS WHO ARE IN THE UNITED STATES OR WHO ARE US PERSONS, IF AMONG OTHER THINGS, PRIOR TO THE ACQUISITION OF SUCH SHARES, EACH SUCH INVESTOR DELIVERS TO THE FUND A COMPLETED SUBSCRIPTION AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS IN ACCORDANCE WITH UNITED 2

3 STATES LAW. SUCH SUBSCRIPTION AGREEMENT SHALL ACKNOWLEDGE, REPRESENT AND WARRANT THAT (INTER ALIA) THE INVESTOR IS AN ACCREDITED INVESTOR AS DEFINED IN REGULATION (A) PROMULGATED UNDER THE 1933 ACT. AN INVESTMENT IN SHARES IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OF THE U.S.A., THE CAYMAN ISLANDS, OR ANY OTHER JURISDICTION. SUCH INVESTMENT IS NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, BANCO DO BRASIL OR ANY OF ITS AFFILIATES, AND IS SUBJECT TO OTHER INVESTMENT RISKS, WHICH MAY INCLUDE MARKET AND CURRENCY EXCHANGE RISK, FLUCTUATION IN VALUE, AND POSSIBLE LOSS OF THE PRINCIPAL. THE SHARES OF THE FUND WILL NOT BE REGISTERED UNDER APPLICABLE BRAZILIAN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, REDEEMED OR TRANSFERRED IN BRAZIL. THE FUND IS NOT A RECOGNISED COLLECTIVE INVESTMENT SCHEME (CIS) FOR THE PURPOSES OF SECTION 264 OF THE FINANCIAL SERVICES AND MARKET ACT 2000 OF THE UNITED KINGDOM (THE ACT ). THE PROMOTION OF THE FUND AND THE DISTRIBUTION OF THIS PROSPECTUS IN THE UNITED KINGDOM IS ACCORDINGLY RESTRICTED BY LAW. THIS PROSPECTUS IS BEING ISSUED IN THE UNITED KINGDOM BY THE FUND TO, AND/OR IS DIRECTED AT, PERSON TO WHOM IT MAY LAWFULLY BE ISSUED OR DIRECTED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 INCLUDING PERSON WHO ARE AUTHORISED UNDER THE ACT ( AUTHORISED PERSON ), CERTAIN PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, HIGH NET WORTH COMPANIES, HIGH NET WORTH INCORPORATED ASSOCIATIONS OR PARTNERSHIP, TRUSTEES OF HIGH VALUE TRUSTS AND PERSONS WHO QUALIFY AS CERTIFIED SOPHISTICATED INVESTORS. THE SHARES ARE ONLY AVAILABLE TO SUCH PERSONS IN THE UNITED KINGDOM AND THE PROSPECTUS MUST NOT BE RELIED OR ACTED UPON BY ANY OTHER PERSONS IN THE UNITED KINGDOM. IN ORDER TO QUALIFY AS A CERTIFICATE SOPHISTICATED INVESTOR A PERSON MUST: A) HAVE A CERTIFICATE IN WRITING OR OTHER LEGIBLE FORM SIGNED BY AN AUTHORISED PERSON TO THE EFFECT THAT HE IS SUFFICIENTLY KNOWLEDGEABLE TO UNDERSTAND THE RISKS ASSOCIATED 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 HE QUALIFIES AS A SOPHISTICATED INVESTOR IN RELATION TO SUCH INVESTMENTS. THIS PROSPECTUS IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF THE ACT ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY ON THE GROUNDS THAT IS BEING ISSUED TO AND/OR DIRECTED AT ONLY THE TYPES OF PERSON REFERRED TO ABOVE. THE CONTENT OF THIS PROSPECTUS HAS NOT BEEN APPROVED BY AN AUTHORISED AND SUCH APPROVAL IS, SAVE WHERE THIS PROSPECTUS IS DIRECTED AT OR ISSUED TO THE TYPES OF PERSON REFERRED ABOVE, REQUIRED BY SECTION 21 OF THE ACT. ANY PERSON WHO IS IN ANY DOUBT ABOUT INVESTING IN THE SHARES SHOULD CONSULT AN AUTHORISED PERSON SPECIALISING IN ADVISING ON AUTHORISED PERSON SPECIALISING IN ADVISING ON SUCH INVESTMENTS. 3

4 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 4

5 I SUMMARY THE BB FUND SPC (the Fund ) was incorporated on 19 th October 1994 and is an openended company organized as an exempted limited liability company under the laws of the Cayman Islands. The Fund was registered as a segregated portfolio company in August The registered office of the Fund is located at P.O. Box 852, UBS House, 227 Elgin Avenue, Grand Cayman KY1-1103, Cayman Islands. The primary objective of the Fund for each of its Sub-Funds is to seek capital appreciation and high yield by investing mostly in debt and equity securities or instruments traded in local or international securities market, issued or guaranteed by private or public entities. The Fund, acting for and on behalf of the Sub-Funds, may also (i) invest in commodities and their respective forward and future contracts and repurchase agreements; (ii) purchase and sell call and put options on stocks 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 rate hedging transactions such as interest rate futures contracts, interest rate swaps and the purchase or sale of interest rate caps and floors; (v) invest in long term real estate holdings; and (vi) invest in any other derivative instruments it may deem fit, all in accordance with the Fund s primary objective for each of its Sub-Funds. In order to enable the investors to invest under professional management in accordance with their convenience and investment profile, the Fund will issue different classes ( Classes ) of Shares, each of which is referable to a different segregated portfolio (which shall be collectively referred to herein as the Sub-Funds and each a Sub-Fund ) of the Fund, each of which in turn operates as an open-ended fund with its own portfolio, rights and value. Therefore, the multisegregated portfolio structure adopted by the Fund allows each investor to allocate investment funds between types of investment according to his investment profile and expectations. Each reference to a Sub-Fund conducting or suffering any acts shall be read as the Fund conducting or suffering such acts for and on behalf of and/or for the account of that Sub-Fund. The Companies Law (as amended) of the Cayman Islands (the Companies Law) and the Articles of Association of the Fund provide that the Fund may offer Shares from separate Sub-Funds each representing interests in a particular segregated portfolio. Each Sub-Fund will have a separate and distinct portfolio of investments and more than one Class and series of Shares may be issued in respect of any 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 any other 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 herein, or in the applicable supplement 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 other jurisdictions that may not necessarily recognise such segregation. At the date of this Prospectus, the Fund is offering five (5) Classes of Shares for general subscription, each of which is referable to a different Sub-Fund, as follows: Class Sub-Fund A BB Brazilian Equities Segregated Portfolio A D BB Brazilian International Debt Segregated Portfolio D E BB Brazilian Fixed Income Segregated Portfolio E F BB American Risk Segregated Portfolio F R BB Euro Segregated Portfolio R 5

6 The Fund has also designated the following Classes of Shares which are not available for general subscription: Class BF BB Global XX Shares ( Class BF Shares ) referable to Segregated Portfolio BF, Class BG - BB Global XX Shares ( Class BG Shares ) referable to Segregated Portfolio BG, Class BH - BB Global XX Shares ( Class BH Shares ) referable to Segregated Portfolio BH, Class P - BB Global V Shares ( Class P Shares referable to Segregated Portfolio P, Class Z BB Global XIII Shares ( Class Z Shares ) referable to Segregated Portfolio Z, Class BI - BB Global XV Shares ( Class BI Shares ) referable to Segregated Portfolio BI, Class BA - BB Global XV Shares ( Class BA Shares ) referable to Segregated Portfolio BA, Class BJ - BB Global Shares ( Class BJ Shares ) referable to Segregated Portfolio BJ, Class BK - BB Global Shares ( Class BK Shares ) referable to Segregated Portfolio BK and Class TOP - BB Global XV Shares ( Class TOP Shares ) referable to Segregated Portfolio TOP. Class BF Shares, Class BG Shares, Class P Shares, Class Z Shares and Class BA Shares are offered only to those investors and their affiliates currently holding shares in the respective class, Class BI Shares, Class BJ, Class BK and Class TOP Shares are offered only to specific investors in the discretion of the directors, and Class BH Shares are offered only to investors and their affiliates holding certain shares in certain classes as determined in the discretion of the directors, as at the date of this Prospectus. The specific objective of each Class of Shares and each corresponding Sub-Fund is as follows: Class A BB BRAZILIAN EQUITIES Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in Brazilian or other emerging economies equity securities under professional management. Market conditions may make it advisable for the Sub-Fund to maintain significant liquidity in fixed income securities or other debt instruments in Brazil or abroad pending reinvestment. The principal investment objective is capital appreciation. Class D BB BRAZILIAN INTERNATIONAL DEBT Shares, which is designed to provide sophisticated investors with the opportunity of investing under professional management, in fixed 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 fixed income 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 international securities markets. However, market conditions may make advisable for the Sub-Fund to maintain significant liquidity in fixed income securities in Brazil or abroad pending investment or reinvestment. Class E BB BRAZILIAN FIXED INCOME Shares, which is designed to provide sophisticated investors with the opportunity of investing in fixed income or other debt instruments issued in emerging markets, under professional management. The objective is to seek high yield by investing primarily in fixed income instruments. However, market conditions may make it advisable for the Sub-Fund to maintain significant liquidity in fixed income securities in Brazil or abroad pending investment or reinvestment. This Class has been closed to new investors. Class F BB AMERICAN RISK Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in United States fixed income securities issued by public or private United States entities or other debt instruments and a wide spectrum of derivative instruments, under professional management. The objective is to seek capital appreciation in transactions with these securities. It is the intention of the Fund to maintain most of the Class F Share assets invested principally in Treasury Bonds. Class P BB GLOBAL V Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by 6

7 private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class R BB EURO Shares, which is designed to provide sophisticated investors with the 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. The principal investment objective is capital appreciation. Class Z BB GLOBAL XIII Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BA BB GLOBAL XV Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BF BB GLOBAL XX Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BG BB GLOBAL XX Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BH BB GLOBAL XX Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BI BB GLOBAL XV Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BJ BB GLOBAL Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, currency and a wide spectrum of derivative instruments. The Sub-Fund's portfolio may also include units or shares of global investment funds, which are traded in the international securities markets globally, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class BK BB GLOBAL Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, currency and a wide spectrum of derivative instruments. The Sub-Fund's portfolio may also include units or shares of global investment funds, which are traded in the international securities markets globally, under 7

8 professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. Class TOP BB GLOBAL XV Shares, which is designed to provide sophisticated investors with the opportunity of investing primarily in equities and fixed income securities issued by private or public entities, traded in the international securities markets, currency and a wide spectrum of derivative instruments. The Sub-Fund s portfolio may also include units or shares of global investment funds, which are traded in the international securities markets globally, under professional management. The principal investment objective is capital appreciation. Shares in this Sub-Fund are not available for general subscription. The Fund, at the sole discretion of its Directors, may, at any time in the future, create and issue new Classes of Shares and/or new Sub-Funds, with their own differentiated rights, fee structure and investment portfolio with other or similar investment objectives or other terms and conditions, provided, however, that the issuance of any such additional Class or Classes of Shares or the creation of such new Sub-Funds shall not, at the time of issuance, adversely affect the rights of existing Shareholders. The Fund may also appoint advisors to advise as to investments of any Classes of Shares and/or Sub-Funds, at any time it may deem fit for the Fund or the relevant Sub-Fund to seek such advice, the Directors having absolute discretion as to the selection of said advisors and the definition of their services and fees. The Fund, acting for and on behalf of the Sub-Funds, has entered into the following agreements: (a) An investment advisory and management agreement (the Investment Advisory Agreement ) with Brasilian American Merchant Bank (the Advisor ). The Advisor may sub-contract the provision of advisory services for specific areas and/or markets. (b) An investment management agreement with BB Gestão De Recursos - Distribuidora de Títulos e Valores Mobiliários S.A. ( BB DTVM ), a company duly incorporated under the laws of Brazil and authorized to function as brokerdealer by the Central Bank of Brazil and the CVM ( Comissão de Valores Mobiliários, the Brazilian Securities Exchange Commission) to act as an investment advisor, portfolio manager and administrator (except for such duties carried out by the Registrar and Transfer Agent). BB DTVM also acts as the Brazilian Portfolio Administrator, as defined hereunder. (c) A registrar and transfer agency agreement (the Registrar and Transfer Agency Agreement ) with UBS Fund Services (Cayman) Ltd. (the Registrar and Transfer Agent ). Copies of the above referred contracts, the Memorandum and Articles of Association of the Fund, the last audited financial statements of the Fund or Sub-Funds (when applicable), and any agreements that the Fund may (acting for and on behalf of the Sub-Funds) enter into, and the Companies Law and the Mutual Funds Law, each as amended, of the Cayman Islands will be available for inspection at the offices of the Registrar and Transfer Agent during normal business hours on any Business Day in the Cayman Islands. The Fund or Distributors may make available from time to time a fact sheet ("Fact Sheet") in respect of each Sub-Fund. The information in such Fact Sheets is for information only, is liable to change and does not form part of this Prospectus. In case of discrepancy between the information in a Fact Sheet and this Prospectus, this Prospectus prevails. 8

9 II DEFINITIONS Accredited Investor: under Securities and Exchange Commission Regulation D, a wealthy investor who does not count as one of the maximum of 35 people allowed to put money into a Private Limited Partnership. To be accredited, such investor must have a net worth of at least $1 million or an annual income of at least $200,000, or must put at least $150,000 into the 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 or exchanges where the Fund s investments are made. Certificate of Deposit (CD): debt instrument issued by a bank that usually pays interest. Clearing Broker: Pershing LLC CMN: Conselho Monetário Nacional. The Brazilian Government National Monetary Council. CVM: Comissão de Valores Mobiliários. The Brazilian Securities and Exchange Commission. Dealing Day: Every Business Day of any calendar month. Directors: The directors of the Fund. Distributor: a distributor authorized to distribute Shares to investors, on such terms and conditions as may be agreed between the Fund, acting for and on behalf of the Sub- Funds, and such distributor. Fact Sheet: has the meaning set out in the Summary section above. 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 and preferred stock, paying a fixed dividend. Fund: The BB Fund SPC. Management Shares: Non-participating, voting shares of par value US$1.00 each, having the rights and obligations specified in this Prospectus. Net Asset Value or NAV: is the total assets, including all cash and equivalents, of each Sub-Fund, less its total liabilities, which includes any reserves required for contingencies and any Performance Fee attributable to such Sub-Fund. Net Asset Value per Share or NAVPS: is the NAV of the relevant Sub-Fund that is properly attributable to the Class of Shares of which that Share forms a part, divided by the total number of Shares of that Class issued and outstanding. Portfolio Manager: BB DTVM. 9

10 Prospectus: This offering document for the purchase of Shares in the Fund, as the same may be amended or updated from time to time. Redemption Day: Every Business Day of any calendar month. Redemption Notice: has the meaning set out in paragraph 3 of "V Net Asset Value, Subscription and Redemption" below Registrar and Transfer Agent: UBS Fund Services (Cayman) Ltd. Shares: Participating, redeemable, non-voting Class A, Class D, Class E, Class F, Class P, Class R, Class Z, Class BA, Class BF, Class BG, Class BH, Class BI, Class BJ Class, Class BK Class, Class TOP 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 from each other segregated portfolio or Sub-Fund of the Fund, to which assets and liabilities and income and expenditure attributable or allocated to such Sub-Fund shall be applied or charged, and in respect of which investors may subscribe for such corresponding Class of Shares as specified in Summary above. Time Deposit (TD): saving account held in a financial institution for a fixed term or with understanding that the depositor can withdraw only by giving notice. United States: The United States of America, its territories, possessions and all areas subject to its jurisdiction. US Person: A citizen or resident of the United States, a partnership or existing under the laws of any state, territory or possession of the United States or any estate or trust income of 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 or have adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992). 10

11 III THE OFFERING 1. Investment Objectives The primary objective of the Fund for each of its Sub-Funds is to seek capital appreciation and high yield by investing mostly in debt and equity securities or instruments traded in Brazilian or international securities markets, issued or guaranteed by private or public entities. The Fund, acting for and on behalf of the Sub-Funds, may also (i) invest in commodities and their respective forward and future contracts and repurchase agreements; (ii) purchase and sell call and put options on stocks 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 hedging transactions such as interest rate futures contracts, interest rate swaps and the purchase or sale of interest rate caps and floors; and (v) invest in any other derivative instruments as it may deem fit, all in 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 in so-called emerging markets with great potential and in other international markets. Investing in emerging economies, including the Brazilian securities and equity markets, as well as in other Brazil-related instruments, may be attractive because such investing currently offers favorable opportunities. Due to the exposure to emergent economies, the Sub-Funds can present volatility, which also involves risk. No assurance can be given that the Fund s investment objective for 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 Shares involved, invest the proceeds in high liquidity investments, such as T-Bills, dollar denominated time deposits, etc. 2. Classes of Shares The Fund offers all Classes of Share at an initial subscription price of US$ 1, per Share of each relevant Class. After the first issue of such Shares, Shares of each Class will be available for subscription at the NAVPS determined on the Dealing Day following receipt by the Registrar and Transfer Agent of cleared subscription funds and a duly completed form of the Subscription Agreement. Following calculation of the relevant NAVPS, the Fund will issue only whole 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 by certain 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 to make such sales in the jurisdictions where Shares are eligible to be offered. In the event that an investor acquires Shares through a Distributor, such investor must credit such subscription monies to a nominated account in the name of the Fund or relevant Sub-Fund or to a joint account in the name of the Fund or relevant Sub-Fund and the Distributor. The Fund and the Sub-Funds shall not be responsible for any loss whatsoever that any investor may incur due to payment of subscription monies to an account solely in the name of the Distributor or any other third party. 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. 11

12 The proceeds from the issue of Shares for each Class will be applied in the books of the relevant Sub-Fund established for that Class. The assets and liabilities and income and expenditure attributable to that Sub-Fund shall be applied to such Sub-Fund and, subject to the provisions 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 derivative asset shall be applied in the books of the Fund to the same Sub-Fund as the asset from which it is derived, and on each revaluation of an asset the increase or diminution in value shall be applied to the 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 such Sub-Fund. Any surplus in such Sub-Fund shall be held, subject to the provisions of the Articles of Association, 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 a particular Sub-Fund, the Directors shall have discretion to determine the basis on which any asset or liability shall be allocated between or among Sub-Funds and the Directors shall have power at any 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 of satisfying 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 of investing in international markets, according to the investment profile of each Class defined in this Prospectus. In order to hedge against market and foreign exchange risks, the Sub-Funds may enter into any available market transaction which may include, but not be limited to forward foreign currency exchange contracts and currency futures contracts, as well as purchase call or put options on foreign currency. The Sub-Funds may buy and write covered put or call options on stock, stock indexes or other assets it might be holding in its portfolio and may trade in any equity related instruments 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 rate caps and floors. Moreover, the Sub-Funds may invest in any instrument to be developed from time to 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 transition from the present situation is expected to generate many opportunities to achieve capital gains. (a) Leverage The Sub-Funds are authorized to use leverage and may buy securities on margin and borrow money by obtaining loans or the issuance of debt securities. Save as provided below there are no restrictions as to borrowing for the purpose of enlarging the total size of the investment portfolio of any of the Classes of Shares. A Sub-Fund may from time to time borrow an amount up to 100% of the total share capital contributions in respect of that Sub-Fund, provided that the Class BH Shares Sub-Fund may from time to time borrow an amount up to 800% of the total share capital contributions in respect of that Sub-Fund. Leveraging by the Sub-Funds creates an opportunity for greater returns but also increases volatility of its portfolio. The money borrowed by a Sub-Fund is subject to interest costs, which may or may not be 12

13 exceeded by the income from the investments made with such borrowing. Leverage may be used by a Sub-Fund either to maximize the yield of the 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 repayments of principal of such borrowings are senior to the rights of the Shareholders of the respective Classes of Shares to receive dividends and to redeem Shares, and the terms of any borrowing may contain provisions 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 to redeem Shares. However, in the event that, during liquidation of the Fund or any Sub-Fund, the restriction limiting the seniority of the creditors to only the respective Class of Shares involved cannot be upheld, the rights of the creditors will take seniority over the rights of the Shareholders in total. Interest payments and fees incurred in connection with borrowing will reduce the amount of net 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 by the 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 portfolio representing not more than 50% of the gross value of the assets of each of Classes A, D, E, F, P and R and up to 100% of the gross value of the assets of any other Classes (including the loaned securities), at market value, to securities firms and financial institutions. The loans must be secured continuously by high-quality collateral deemed to be acceptable by the Advisor, at its discretion. In such transactions, the relevant Sub-Fund will receive any interest or dividends paid on loaned securities and any gain or loss in the market value of the loaned securities, which may occur during the term of the loan, will be for the account of the Sub-Fund, all of which will be allocable to the relevant 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 delay in recovery of the securities or possible loss of rights in the collateral, should the borrower fail financially. In determining whether the Sub-Funds will lend securities, the Fund and the Advisor will consider all relevant factors and circumstances, including the relevant Sub- Fund s securities. THE ASSETS REPRESENTED BY EACH CLASS OF SHARES WILL BE INVESTED ON A DISCRETIONARY BASIS BY THE RELEVANT SUB-FUND. 13

14 IV PRINCIPALS 1. Directors Marcelo Marques Pacheco Manager of the Exchange Funds Department BB DTVM Holds a Master degree in Economics (IBMEC RJ ), a degree in Economic Sciences, and an MBA in Finance (IBMEC-RJ). He has taken complementary courses in the areas of fixed income, derivatives and capital market. He has been working at BB DTVM since 1997, where he also operated in the area of Institutional Investors, in the management of exclusive funds, as well as in the management of the portfolio of the Capitalization, Insurance and Pension companies of the Banco do Brasil group. Carlos José da Costa André Executive Director of Asset Management BB DTVM Mr. Carlos André has 26 years of professional experience in Banco do Brasil, and has been with BB DTVM since July He graduated in Production Engineering (UFRJ) and specialized in Finance (IBMEC RJ). Before being appointed Executive Director in BB DTVM, Mr. André was Executive Director in BB Securities Ltd London, Executive Manager in BB DTVM, when it was part of Capital Market and Investments Unit, Executive Manager in International Directorship and Executive Manager of International Finance in Finance Directorship. He led projects in the areas of Capital Markets and Treasury of Banco do Brasil. Mr. André is a member of the Fixed Income Investment Funds Committee and of the Balanced Investment Funds Committee of ANBIMA Associação Brasileira das Entidades do Mercado Financeiro e de Capitais (Brazilian Association of Entities of Finance and Capital Markets). José Ricardo Fagonde Forni Executive Manager of Asset Management BB DTVM Mr. Forni graduated in Economics from the Univesidade de Brasilia (UNB) and completed an Executive MBA in finance at the Instituto Brasileiro de Mercado de Capitais (IBMEC). He is certified as a Financial Risk Manager (FRM) by the RCB Global Association of Risk Professionals (GARP). Prior to commencing his current role at BB DTVM in April 2013, Mr. Forni was the assistant manager of Banco do Brasil in London between October 2007 and April 2013, having joined Banco do Brasil in July Márcio Fernandes Pinto Manager of the Offshore Funds BB DTVM Mr. Pinto holds a Master degree in Economics, a degree in Chemical Engineering (UFRJ) and MBAs in Asset Alocation (PUC-RJ) and Marketing (ESPM-RJ). He has taken complemetary courses in the areas of fixed income, derivatives and capital markets. He has 19 years of professional experience in Banco do Brasil, 7 years of which in BB DTVM and 3 years in the Banco do Brasil Pension Fund Previ, where he also operated as a trader and Manager for Proprietary Portfolio. 14

15 Fernanda Peres Arraes Executive General Manager of the International Division BB DTVM Mrs. Arraes' main responsibilities include origination and structuring of fixed income transactions in the international capital markets, managing relationships with financial institutions and international clients, as well as for international products. She is also a member of the Board of Directors of BAMB Brasilian American Merchant Bank. Prior to her appointment, she was the head of origination and structuring of fixed income transactions in the international capital markets. Her responsibilities included coordinating transactions for both Banco do Brasil and its corporate clients. Mrs. Arraes joined Banco do Brasil in 1992 and began her career as a buy-side investment analyst at BB-DTVM, the Asset Management arm of Banco do Brasil. Since then she has held several positions in BB-DTVM and the International Division. Mrs. Arraes holds a Bachelor's Degree of Science in Electric Engineering from Catholic University of Rio de Janeiro and a Master of Science in Finance from Universidade Federal do Rio de Janeiro (UFRJ). She concluded her Master of Science in 1998 at École de Management de Lyon (France), within the Master Science Exchange Program held through an agreement between UFRJ and EM Lyon. 2. Advisor Brasilian American Merchant Bank (the "Advisor") is a financial institution duly incorporated under the laws 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 transactions related to the Brazilian market. Under the Investment Advisory Agreement the Fund appointed the Advisor to provide general advisory services in respect of the Sub-Funds. The Advisor may sub-contract the provision of advisory services for specific areas and/or markets with the Fund Directors' prior approval. 3. Portfolio Manager BB DTVM S.A. ("BB DTVM" or the "Portfolio Manager") is the largest managing organization of third party funds in Brazil and Latin America. BB DTVM is duly authorized to function by the Central Bank of Brazil and the CVM, with broad experience in securities, gold and commodities trading, underwriting, management of foreign institutional investors portfolios (Resolution No /2000 of the National Monetary Council) and privatization 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 portfolio administration services to the Sub-Funds in Brazil with discretionary powers as to the investment and divestment of assets in Brazilian and international markets. The Fund has further agreed, subject to the overall supervision of the Directors, that BB DTVM shall act as investment manager and advisor to the Sub-Funds for Brazilian and international operations, according to the Resolution Nº2689/2000 of the National Monetary Council. 15

16 5. Registrar and Transfer Agent UBS Fund Services (Cayman) Ltd. serves as the Registrar and Transfer Agent pursuant to a registrar and transfer agency agreement between the Fund and the Registrar and Transfer Agent (the Registrar and Transfer Agency Agreement ). The Registrar and Transfer Agent s place of business is located at UBS House, 227 Elgin Avenue, P.O. Box 852, Grand Cayman KY1-1103, Cayman Islands. UBS Fund Services (Cayman) Ltd. is a wholly owned subsidiary of UBS AG, was incorporated in the Cayman Islands in 1972 and is a holder of a class A Banking and Trust Licence as well as an unrestricted Mutual Fund Administrator s Licence. Pursuant to the Registrar and Transfer Agency Agreement, the Registrar and Transfer Agent provides services to the Fund including maintaining the register of shareholders of the Fund, receiving and processing subscription and redemption agreements or applications and submitting to shareholders a statement of their holdings in the Fund upon request. The Registration and Transfer Agency Agreement also provides for indemnification of the Registrar and Agent and its directors, officers and employees against any liability, actions, proceedings, claims, demands, costs or expenses whatsoever (other than those resulting from willful default or fraud on its part or on the part of its directors, officers or employees) which may be imposed on, incurred by or asserted against the Registrar and Transfer Agent in performing its obligations or duties thereunder. The Registrar and Transfer Agency Agreement may be terminated by the Fund or the Registrar and Transfer Agent upon 90 days written notice. The Directors and the Portfolio Manager, and not the Registrar and Transfer Agent, are responsible for determining that the Shares of the Fund are marketed and sold in compliance with all applicable securities, tax and other laws. Furthermore, the Registrar and Transfer Agent shall bear no responsibility for the compliance by the Fund and its shareholders with securities, tax, and other laws applicable to them. The Registrar and Transfer Agent will not be responsible for ensuring that the investment transactions comply with the investment objectives and policies set forth in the Offering Memorandum. Additionally, the Directors of the Fund and not the Registrar and Transfer Agent are responsible for monitoring of investment restrictions. The Registrar and Transfer Agent is compensated for its services pursuant the Registrar and Transfer Agency Agreement. The fees and charges of the Registrar and Transfer Agent are subject to variation and renegotiation from time to time. The Registrar and Transfer Agency Agreement is governed by the laws of the Cayman Islands. 16

17 V NET ASSET VALUE, SUBSCRIPTION AND REDEMPTION 1. Net Asset Value Determination NAV and NAVPS will be determined in US Dollars. For investments denominated in Brazilian currency, the conversion into US Dollars will be made at the spot market dollar closing rate assessed in accordance with the rules of Mercado de Câmbio de Taxas Livres of Brazil as specified under e Capitais Estrangeiros/Taxas de Câmbio/Cotações e boletins//boletins intermediários de taxas de câmbio em uma data on the same Business Day of the date on which such conversion is made or, if such closing rate is unavailable, at such rate 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 de Janeiro, as selected by the Fund for and on behalf of the Sub-Funds (with the approval of the Advisor) on the relevant date for the conversion of Brazilian currency into Dollars. The NAV will be calculated in accordance with generally accepted accounting principles of Brazil as of any Business Day, after deducting its liabilities, which include any reserves to be required for contingencies (including any borrowing, if applicable). Such deductions will include: (i) (ii) (iii) (iv) (v) (vi) (vii) the fees and expenses of the Advisor, the Portfolio Manager and the Registrar and Transfer Agent, including accrued but unpaid fees and expenses, attributable to the relevant Sub-Fund; amortization for organizational costs (pro-rated for the relevant Sub-Fund); an allowance for the Sub-Fund s estimated pro-rata share of any annual audit and legal fees; accrued interest expenses and commitment fees on loans, repurchase agreement fees, and debit balances; withholding taxes, transfer taxes and other governmental charges and duties attributable to the relevant Sub-Fund; any reserve determined to be required for contingencies; and 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 other regulated markets will be valued at the last sale price reported on the principal securities exchange or market on which such assets are traded as of the close of business on such market on the applicable Business Day. Assets with remaining maturities of less than 120 days may, at the discretion of the Portfolio Manager be valued at amortized cost. In the absence of reported sales prices on any Business Day, assets generally will be valued at the means of the last bid and offer quotations. In the absence of reported bid and offer quotations such assets will be valued from the broker bid of at least one market maker. In the absence of current broker bids or if the Portfolio Manager conclude that such broker bids are not indicative of the fair value for such assets, the value of such assets will be recorded at their fair value as determined in good faith by the Portfolio Manager and the basis of such determination will be recorded in each Sub- Fund s record. Debt obligations in which a Sub-Fund will invest are typically traded on the overthe-counter market. Because of the nature of the market, quotations from several different sources will generally be sought so that a Sub-Fund s portfolio will not be priced by a single source. The quotations on which a Sub-Fund s valuations are made may be qualified by marketmarkers as being for pricing purposes only, and typically will not indicate the volume of securities covered. As a result, the valuations may not reflect the proceeds that would be received if a Sub-Fund were to liquidate its portfolio immediately. Investments in other funds will be valued at the current available net asset value per share (or comparable share valuation) established by such money market funds. In addition to special valuation determinations relating to illiquid securities, other special situations affecting the determination of NAV may arise from time to time. Prospective investors 17

18 should be aware that situations involving uncertainties as to the valuation of a Sub-Fund s assets could have an adverse effect on NAV, and could result in greater payments of Performance Fees to the Portfolio Manager, if judgments regarding appropriate valuations made by the Portfolio Manager should prove incorrect. Absent bad faith or manifest error, the Portfolio Manager s determination of NAV will be conclusive and binding on all Shareholders. The NAV and NAVPS may be adjusted under certain circumstances (such as to correct an error resulting from an incorrect calculation or quotation), within one Business Day following the day of the calculation. The Fund s Directors can define other models and variables for the valuation and pricing of the assets of each Class of Shares of the Sub-Funds, independently of the valuation and pricing model(s) used in respect of other Classes of Shares, including other models and variables to evaluate the assets with the price of yield to maturity. 2. Subscriptions Investors who wish to subscribe for one or more Classes of Shares should deliver an executed form of Subscription Agreement to the Registrar and Transfer Agent, at the address shown below (a copy of the Subscription Agreement will be found attached to this Prospectus as Exhibit 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 relevant Dealing Day will be carried forward to the subsequent relevant Dealing Day and the respective Shares shall be issued accordingly. The Subscription Agreement may be sent by facsimile to the Registrar and Transfer Agent so long as the signed original of such Subscription Agreement is forwarded to the Registrar and Transfer Agent immediately. Neither the Fund, the relevant Sub-Fund in which the subscriber is investing, the Registrar and Transfer Agent nor any other agents of the Fund accept any responsibility for any errors in facsimile transmission. Where the Subscription Agreement is sent by facsimile, no redemptions of Shares will be allowed until the original Subscription Agreement has been received. Additionally, the Fund has entered into an agreement with the Clearing Broker for the purposes of the process and settlement electronically of orders for transactions in Shares received by Clearing Broker as clearing agent for Distributors on behalf of customers of such Distributors who are not US Persons. 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 the Fund in their absolute discretion, in whole or in part. The acquisition cost per Share is the NAVPS on 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 Class R) the corresponding equivalent in Euro, and the minimum amount for subsequent subscriptions is US$ 5,000.00, or (in the case of Shares in Class R) the corresponding equivalent in Euro. These amounts can change from time to time, as determined by the Directors subject to the absolute minimum initial investment of US$50,000 as required by the laws of the Cayman Islands. Subscriptions can be made on any relevant Dealing Day. Payment of subscription funds should be made to the account of the relevant Class, which is specified herein below and in the Subscription Agreement and the payments will be considered received when cleared. Payments in full of subscriptions should be made in US Dollars or, in the case of subscriptions for Shares in Class R, in Euros, by wire transfer with the following instructions: Subscriptions in US$ Pay to: 18

19 UBS AG Stanford Branch ABA No For the account of: UBS Fund Services (Cayman) Ltd. Account No.: # 101-WA In favour of: The BB Fund SPC Class [ ] Account No.: # Consult your Distributor Reference: [Shareholder s name] Subscriptions in EURO Pay to: UBS Investment Bank AG, Frankfurt SWIFT: UBSWDEFFXXX Bank Of Beneficiary 57A: UBS Fund Services (Cayman) Ltd. UBSWKYKYXXX In favour of: The BB Fund SPC Class [ ] Account No.: # Consult your Distributor Reference: [Shareholder s name] (a) Subscription Procedure In order to facilitate prompt and accurate crediting of subscription payments, investors must notify 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 s address (including a telex or facsimile number); (d) the name and address of the financial institution remitting the subscription payment; and (e) the date as of which payments will be wired to the relevant Sub-Fund s account. A separate notification is not required if the investor s Subscription Agreement 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 officer or agent on its behalf. Any person signing the Subscription Agreement should type or print on the last page of the Subscription Agreement, the name of the investor, the name of the person signing the Subscription Agreement and the capacity in which he or she is signing. Completed subscription documents should be sent to the Registrar and Transfer Agent at the following address: UBS Fund Services (Cayman) Ltd. UBS House, 227 Elgin Avenue P.O Box 852 Grand Cayman KY Cayman Islands (b) Front Load Fee and Sales Fee Upon subscription for Shares, the Fund on behalf of the relevant Sub-Fund is entitled to charge the purchaser of Shares a non-refundable front load fee ("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 Manager and will be deducted from the proceeds of the sale of Shares before the corresponding number of Shares are allocated to the investor. Alternatively, pursuant to the agreements between the Fund and each Distributor, a front loaded sales fee (the "Sales Fee") of up to 5% of the amount of each gross subscription may be payable to the relevant Distributor. Either (i) such Sales Fee will be deducted by the 19

20 relevant Distributor from each subscription and the net subscription monies applied for the acquisition of Shares shall be reduced accordingly or (ii) the amount of the Sales Fee will be charged directly to the subscriber's account with the Distributor, in which case there will be no deduction from the amount subscribed for Shares. Shares in respect of which a Sales Fee is payable to a Distributor will not be charged a Front Load Fee by the Fund. The applicable Front Load Fee or Sales Fee from time to time may be set out in a Fact Sheet. However, in case of discrepancy between the information in a Fact Sheet and this Prospectus, this Prospectus prevails. Pursuant to agreements between the Fund, the Portfolio Manager and each Distributor the Portfolio Manager may share with a Distributor a percentage of the Administration Fee payable to the Portfolio Manager. (c) Discount over Subscribed Amount for Taxation Reasons The Fund, acting for and on behalf of each Sub-Fund, is entitled to discount from subscription funds, prior to the allocation of Shares to investors, and after deduction of the Front Load Fee, any amounts appertaining to taxes or duties levied by Brazilian authorities upon the inflow of invested moneys (for example, the amount equivalent to the IOF, as described in the section Taxation in this Prospectus) at the current rates at the time of subscription. The Fund shall 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 notice substantially in the form of Exhibit B and duly executed by the investor (the Redemption Notice ) is received by the Registrar and Transfer Agent at least 1 (one) Business Day (the Redemption Notification Period ) before the relevant Redemption Day. Redemption Notices received after the relevant 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 Redemption Day. Payment of redemption proceeds will usually be made within 9 Business Days after the relevant Redemption Day, in the case of all Classes. The Redemption Notice may be delivered to the Registrar and Transfer Agent by facsimile so long as the original Redemption Notice is forwarded to the Registrar and Transfer Agent immediately. Neither the Fund, the relevant Sub-Fund from which the investor is redeeming, the Registrar and Transfer Agent nor any other agents of the Fund accept any responsibility for any errors in facsimile transmission. No redemption will be processed until the original Subscription Agreement for the Shares being redeemed has been received by the Registrar and Transfer Agent where such Subscription Agreement was initially forwarded by facsimile. Original redemption requests are to be sent to the Registrar and Transfer Agent, unless the investor is being paid the redemption proceeds to the same account indicated on the original Subscription Agreement. Additionally, the Fund has entered into an agreement with the Clearing Broker for the purposes of the process and settlement electronically of orders for transactions in Shares received by Clearing Broker as clearing agent for Distributors on behalf of customers of such Distributors who are not US Persons. 20