ORBE BRAZIL FUND LTD.

VALUE BRAZIL 2 CLASS

ORBE BRAZIL FUND LTD.

Subscription Documents

These are the documents to be completed to purchase Orbe Brazil Fund Ltd. Value Brazil 2 Shares a class of shares of

ORBE BRAZIL FUND LTD.

_______________________________ Name of Applicant

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 information previously 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-11 and S-12 , and then follow normal payment and delivery instructions below.

B.

Payment. Delivery of subscription funds should be coordinated with CACEIS (Bermuda) Limited (the Administrator) upon notification to you of acceptance of your subscription. All payments should be by wire transfer to be received by 11:00 a.m. (Bermuda time) on the second Business Day immediately preceding the relevant Subscription Day. Please see wire transfer instructions on page S-10 and ask your paying bank to complete and return the sample bank letter in the form attached as Appendix 2, or otherwise provide the same or similar information in a different form, to the Administrator by facsimile at the same time as the bank wires subscription funds to the Company. Documents Checklist. Please refer to Appendix 3 for the documentation required of all subscribers, including the anti-money laundering certification in Exhibit A to Appendix 3. Delivery of Subscription Documents. The originals of all completed documents and checks should be sent to Orbe Brazil Fund Ltd., c/o CACEIS (Bermuda) Limited, 4th Floor Williams House, 20 Reid Street, Hamilton HM 11, Bermuda; Attention: Investor Services Department, telephone 441-292-1018; facsimile 441-298-5031; email [email protected], not less than five (5) Business Days prior to the Subscription Day. Questions. All questions should be directed to the Administrator as set forth in Section D above or to Orbe Management Co. Ltd. (the Investment Manager), c/o MQ Services Ltd., Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda.

C. D.

E.

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

S-1

SUBSCRIPTION AGREEMENT Recognizing that Orbe Brazil Fund Ltd. (the Company or the Fund) and the Administrator each rely on the information set forth below, and that all such information shall be continuing and shall survive the execution of this Subscription Agreement, each of the undersigned subscriber(s) (each a Subscriber) makes the following statements which shall constitute representations and warranties of the Subscriber. Each Subscriber also agrees to notify the Company and the Administrator if any such statement becomes incomplete or inaccurate. Terms used in this Subscription Agreement but not defined herein shall have the meanings assigned to them in the Offering Memorandum dated April 2011 (the Memorandum) of the Fund DECLARATIONS OF ALL SUBSCRIBERS 1. 2. Application. Subscriber hereby applies for an allotment of voting, redeemable and participating Shares (Shares) of the Fund in the amount set forth on the Subscriber Profile Form. Memorandum. Subscriber has carefully read, understands, and agrees to be bound by the Memorandum and this Subscription Agreement. Subscriber is fully capable of assessing and bearing the risks associated with an investment in the Fund. Information Available. Subscriber confirms that the Company has made available to Subscriber the 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 its possession or is able to acquire without unreasonable effort or expense that is necessary to verify the accuracy of the non-proprietary information in the Memorandum. Reliance on Information Provided. Subscriber acknowledges that in deciding to invest in the Fund, Subscriber has relied solely upon the information contained in, or referred to in, the Memorandum and nothing else. Subscriber acknowledges that no person is authorized to give any information or to make any statement not contained in the Memorandum, and that any information or statement not contained in the Memorandum must not be relied upon as having been authorized by the 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 any other person or entity other than the Subscribers own advisors with respect to the legal, tax and other economic considerations involved in this investment. Legal Requirements. All legal requirements necessary or appropriate in connection with Subscribers purchase of Shares have been complied with and each person signing this Subscription Agreement has full legal authority, capacity and power to do so, and Subscriber is not precluded by law, contract or otherwise from purchasing Shares. Subscriber represents that he is fully informed as to the legal and tax requirements of Subscribers governing country or jurisdiction regarding the purchase of Shares. Investor Qualifications. Subscriber represents and warrants that (a) Subscriber meets the requirements set forth in the Memorandum, which, among other things, requires that Subscriber be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person, as such terms are defined in the Memorandum, (b) this investment represents risk capital, (c) Subscriber is able to afford an investment 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 investing in the Fund, (e) Subscriber either alone or with its financial adviser(s), is experienced in investments of this kind and is capable of evaluating the merits and risks of the Subscribers investment in the Fund, (f) Subscriber is aware of the risks of investing and trading in the instruments in which the Company will invest, either directly or indirectly, and the methods by which the Funds assets will be held and traded, (g) Subscriber has determined that he/she/it is able to bear such risks and that the Shares 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 beneficial interest in the Subscriber, is not a Prohibited Investor as such term is defined in Appendix 1, and Subscriber is not investing and will not invest in the Fund on behalf of, or for the benefit of, any Prohibited Investor.

3.

4.

5.

6.

S-2

7.

Understanding of Certain Risks. Subscriber understands that (a) the Shares have not been registered under the laws of any jurisdiction and that notwithstanding the company is registered in Bermuda as an Institutional Fund under the Investment Funds Act 2006, no governmental authority has approved the offering of Shares or has passed upon the offering of Shares, or made any findings or determinations as to the fairness of this investment, (b) past performance is not a guarantee of future investment success, and (c) this is a risky investment and can result in the loss of some or all of the Subscribers investment. Binding Agreement. Subscriber agrees that this Subscription Agreement, upon acceptance by the Company, shall constitute a binding agreement between the Company and Subscriber. 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, or otherwise disposed of by Subscriber except with the prior written consent of the Company, which consent may be granted or withheld in the Funds sole discretion.

8. 9.

10. Subscriptions. Subscriber understands that this subscription, once made, is irrevocable by Subscriber, and that the Company will advise Subscriber as soon as practicable whether this Subscription Agreement, together with all or a portion of the subscription amount, has been accepted or rejected. Subscriptions may be rejected in whole or in part in the sole and absolute discretion of the Companys Board of Directors. 11. Payments. Subscriber understands that (i) any checks sent to Subscribers registered address or to any other address directed by Subscriber and agreed to by the Company, or (ii) any wire transfers sent to a financial institution pursuant to Subscribers instructions, will constitute payment to Subscriber and relieve the Fund of any further obligation to Subscriber with respect to the amounts so 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 appropriate before 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 written consent of the Companys Board of Directors, which consent may be granted or withheld in the sole and absolute discretion of the Companys Board of Directors. 13. Fiduciary Capacity. If Subscriber is purchasing the Shares in a fiduciary capacity, all statements made herein relate to the person or entity for whom Subscriber is acting. 14. Information Provided. The information provided by Subscriber in connection with this Subscription Agreement is true and correct. 15. Other Documentation. Subscriber understands that the Company and/or the Administrator on its behalf may require other documentation or information in addition to that already requested in connection 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 Subscribers name is entered as a Shareholder on the Companys Share Register.

S-3

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 respect of any action taken upon any information provided to the Fund by Subscriber or for relying on any notice, consent, request, instructions, or other instrument believed in good faith to be genuine or to be signed by properly authorized persons on behalf of Subscriber, including any document transmitted by facsimile, or (ii) for adhering to AntiMoney Laundering Obligations set out in Declaration 18 or otherwise, or for adhering to any other legal requirement whether now or hereinafter in effect. Indemnification. Subscriber agrees that it will indemnify and hold harmless the Company, the Investment Manager, the Administrator, and the Registrar and Transfer Agent, and their respective affiliates, principals, members, directors, officers and employees from and against any and all direct and consequential loss, damage, liability, cost or expense (including reasonable attorneys and accountants fees, whether incurred in an action between the parties hereto or otherwise) (each, a Loss) which the Company or any one of them may incur by reason of or in connection with (i) any misrepresentation made by Subscriber or any of Subscribers agents, any breach of any representation or warranty of Subscriber or the failure by Subscriber to fulfill any of its covenants or agreements in this Subscription Agreement, (ii) the assertion of the Subscribers lack of proper authorization from the Beneficial Owner(s) (as defined in Declaration 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. General. Subscriber acknowledges that due to anti-money laundering requirements operating in the Bermuda, as well as the Companys own internal anti-money laundering policies, the Administrator or Registrar and Transfer Agent may require further identification of the Subscriber and the source of subscription funds before this Subscription Agreement can be processed, subscription monies accepted, or a redemption request can be processed. The Company, its Directors and officers, the Administrator, the Registrar and Transfer Agent, and the Investment Manager, and their respective officers, directors, principals, employees and affiliates shall be held harmless and indemnified against any Loss arising as a result of a failure to process this Subscription Agreement or a redemption application if such information has been required by the parties referred to and has not been satisfactorily provided by the Subscriber. Subscriber further acknowledges that all subscription payments transferred to the Company must originate directly from a bank or brokerage account in the name of Subscriber. Subscriber represents and warrants that it is not involved in any money laundering schemes and that acceptance by the Company of this application to subscribe for Shares in the Fund, together with acceptance of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering. Specifically, the Subscriber represents and warrants that all evidence of identity provided is genuine and all related information furnished and to be furnished is accurate. Subscriber agrees promptly to notify the Company of any change in information affecting the representations and warranties in this Declaration 18.

(b)

18. Bermuda and Company Anti-Money Laundering (a)

S-4

(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 the Company to the contrary in writing, and identifies with specificity each beneficial owner on whose behalf Subscriber is acting, Subscriber represents that it is not acting as a nominee for any other person or entity, and no other person or entity will have a beneficial or economic interest in Subscribers Shares. Subscriber also represents 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 any nominee account. If the Subscriber is (i) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (ii) an entity investing on behalf of underlying investors (including a fund-of-funds), other than a publicly traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a Financial Action Task Force (FATF) Compliant Jurisdiction (the persons, entities and underlying investors referred to in (i) and (ii) being referred to collectively as the "Beneficial Owners), Subscriber represents and warrants that: Subscriber understands and acknowledges the representations, warranties and agreements made herein are made by Subscriber (i) with respect to Subscriber and (ii) with respect to the Beneficial Owners; Subscriber has all requisite power and authority from the Beneficial Owners to execute and perform the obligations under this Subscription Agreement; Subscriber has adopted and implemented anti-money laundering policies, procedures and controls that comply with, and will continue to comply in all respects with, the requirements of applicable anti-money laundering laws and regulations; and Subscriber has verified the identity of or has access to the identity of all Beneficial Owners and their source of funds, holds evidence of or has access to such information, and (i) will make such information available to the Company upon request, or (ii) will provide a written certificate of a senior officer of Subscriber with respect to the Subscribers compliance with the anti-money laundering policies, procedures and controls in the form of Exhibit A to Appendix 3 hereto, and, in either case, has procedures in place to ensure that no Beneficial Owner is a Prohibited Investor. Subscriber further represents and warrants that, to the best of its knowledge and belief, neither the Beneficial Owners nor any person controlling, controlled by, or under common control with the Beneficial Owners, nor any person having a beneficial or economic interest in the Beneficial Owners, is a Prohibited Investor or, unless disclosed to the Company in writing, a Senior Political Figure or a member 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 the benefit of any Prohibited Investor. Subscriber agrees promptly to notify the Company of any change in information affecting the representations and warranties in this Declaration 18.

(2)

(A)

(B) (C)

(D)

(3)

19. Source of Funds. Subscriber represents and warrants that the funds being used to make this investment are not derived from any unlawful or criminal activities, and that Subscriber has accurately 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 this Subscription Agreement, each Subscriber: (i) acknowledges that any misstatement may result in an immediate redemption of Subscribers Share(s); (ii) acknowledges that if a person who is resident in Bermuda (including the Administrator) has a suspicion that a payment to the Company (by way of S-5

subscription or otherwise) contains the proceeds of criminal conduct, that person is required to report such suspicion pursuant to one or more enforcement or regulatory agencies, including various Bermuda and other governmental agencies; and (iii) agrees that if the Company believes that Subscriber or a beneficial owner of Subscriber is a Prohibited Investor, the Company may be obligated to freeze Subscribers investment, decline Subscribers redemption requests or segregate the 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 a third 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 or intermediary for certain bona fide purposes, including regulatory or anti-money laundering requirements to which the third party marketer or intermediary may be subject. 22. Miscellaneous. (a) Entire Agreement. This Subscription Agreement represents the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated, except in a writing signed by Subscriber and the Company. (b) Waivers. No waiver by any party of any breach of any term of this Subscription Agreement shall be construed as a waiver of any subsequent breach of that term or any other term of the same or of a different nature. (c) Binding Nature. This Subscription Agreement and the rights, powers, and duties set forth herein shall bind and inure to the benefit of the heirs, executors, administrators, other legal representatives, successors, and assigns of the parties hereto. (d) Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. (e) Governing Law. This Subscription Agreement shall be deemed to have been made under, and shall be governed by, and construed in accordance with, the laws of Bermuda, as the same may be amended from time to time (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction). (f) Choice of Venue. Subscriber irrevocably agrees that any suit, action or proceeding arising, directly, indirectly or otherwise, in connection with, out of, related to, or from, this Subscription Agreement, any breach hereof, or any transaction covered hereby, shall be resolved, whether by arbitration or otherwise, exclusively within Bermuda. Accordingly, Subscriber irrevocably consents and submits to the exclusive jurisdiction of such courts located within Bermuda and may not claim that any such suit, action or proceedings has been brought in an inconvenient forum. Subscriber hereby further irrevocably consents to the service of process out of any of the aforesaid courts, in any such suit, action or proceeding, by the mailing of copies thereof, by certified or registered mail, return receipt requested, addressed to the Subscriber at the address then appearing on the records of the Company. Nothing contained herein 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 process upon 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 Subscription Agreement as Subscriber, each undertaking, declaration, representation, warranty, affirmation or appointment herein shall be a joint and several undertaking of all such persons. Actions of any one joint Subscriber pursuant to this Subscription Agreement shall bind all Subscribers. A subscription in joint names creates a joint tenancy with right of survivorship. (h) Swap or Derivative Transactions. Subscriber represents and warrants that Subscriber has not entered into and will not enter into, in connection with the purchase of Shares, whether directly or indirectly, a swap, variable insurance or annuity contract, structured note, option or S-6

other derivative instrument, the return or value of which is or will be based in whole or in part on the return of the Fund and/or the Shares, in any such instance, unless Subscriber has disclosed the same in writing to the Company and provided any additional information required by the Company. 23. Amendments to the Memorandum. We understand that changes may have occurred in the Fund subsequent 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 this Subscription Agreement (or such portion thereof from time to time owned by the Subscriber) as said proxy may determine on any and all matters arising at any annual or extraordinary general meeting of the Company upon which such Shares could be voted by the Subscriber (or the person in whose name the Shares hereby subscribed are registered at the Subscribers direction) if present in person at the meeting. This proxy may be revoked by the Subscriber (or his registered nominee) either personally or by presentation of a subsequently executed form of proxy at any annual or extraordinary general meeting of the Company or by written notice to the Administrator prior to any such 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) acknowledges that 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 will not transfer (directly or indirectly) the Shares to, a U.S. Person (other than a Permitted U.S. Person as defined in the Memorandum). If Subscriber's status as a non-U.S. Person should change Subscriber will immediately inform the Company and the Administrator. In such event, Subscriber agrees that the Company shall be entitled to (but shall not be obligated to) repurchase, or to require the Subscriber to sell to a person designated by the Company, the Subscribers Shares at a price equal to the redemption price thereof based upon the most recent financial report sent by the Company to its Shareholders or, in the discretion of the Board of Directors, the retroactive redemption price as of the date determined by the Company by reference to the date of the unauthorized 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 Subscription Agreement agrees, that it is such purchasers express wish that all documents evidencing or relating in any way to the sale of such securities be drawn in the English language only. Chaque acheteur au Canada des valeurs mobilires recevant un avis de confirmation lgard de son acquisition reconnatra que cest sa volont expresse que tous les documents faisant foi ou se rapportant de quelque 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 and acknowledges and by this Subscription Agreement agrees that it is a person of the kind described in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) or a person 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 of the Financial Services Authority in the United Kingdom.

S-7

REGISTRATION INFORMATION

All new subscribers must complete the following: Subscriber Profile Form page S-10 Payment Information page S-11 Note: Subscriptions must be a minimum of US$100,000 (new subscribers) or US$50,000 (existing Shareholders). Your subscription payment should be made at the time you deliver the completed Subscription Documents, but in any event must be received by the Administrator by the second Business Day immediately preceding the relevant Subscription Day. Bank Account Details page S-12 Note: This form is required to process future redemptions and distributions.

S-8

SUBSCRIBER PROFILE FORM ALL NEW SUBSCRIBERS MUST COMPLETE THIS PAGE. EXISTING SHAREHOLDERS SHOULD SKIP TO PAGE S-25. IF THE SUBSCRIBER IS ACTING AS TRUSTEE, AGENT, REPRESENTATIVE OR NOMINEE FOR ANOTHER BENEFICIAL OWNER, PLEASE PROVIDE 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.
(Exact Name)

Dr.

Other _____________

__________________________________________________________________________________________ __________________________________________________________________________________________
(Street Address)

__________________________________________________________________________________________
(City) (Telephone Number) (State/Province/Parish) (Facsimile) (Zip/Postal Code) (E-mail) (Country)

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

__________________________________________________________________________________________
(Street Address)

__________________________________________________________________________________________
(City) (Telephone Number) (State) (Facsimile) (Zip Code) (Country) (E-mail)

__________________________________________________________________________________________ Attention: _______________________________________________________________________________________________ COMMUNICATIONS TO SUBSCRIBER: Please send all communications to (Initial one): _______ Mailing Address _______ Mailing Address E-mail REFERRALS: Was Subscriber referred to the Company by a placement agent? YES NO _______Residence or Principal Place of Business Address ______ Residence or Principal Place of Business E-mail

If Yes, please name: ____________________________________________________________________________

S-9

PAYMENT INFORMATION ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

A. NAME OF SUBSCRIBER: ________________________________________________________ B. AMOUNT OF SUBSCRIPTION:

C. NAME AND ADDRESS OF FINANCIAL INSTITUTION FROM WHICH SUBSCRIPTION

D. ACCOUNT NAME AND NUMBER BEING DEBITED:

E. PAYMENT MUST BE BY WIRE TRANSFER.

WIRE INSTRUCTIONS:
RBC Centura Rocky Mount, NC ABA#: 053100850 A/C: Winchester Reserves A/C#: 0007069158 FFC: 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 the Subscriber either must complete and submit the letter attached hereto as Appendix 2 or otherwise provide 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 REGULATIONS APPLICABLE TO THE FUND AND THE ADMINISTRATOR MAY AFFECT THE PAYMENT AND TIMING OF ALL REDEMPTION PROCEEDS AND OTHER 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 Other: 3. Occupation(s): 4. Citizenship: YES Passport Identification Number: NO 5. Does Subscriber have prior experience in investing in private placements of restricted securities? Tenants In Common Joint Tenants (with rights of Survivorship)

6. Is Subscriber subject to any legal constraint or is Subscriber aware of any reason which may preclude or limit Subscribers participation in any Fund investment? YES If Yes, please explain 7. For Anti-Money Laundering purposes, please describe with particularity the source of the funds being used for this investment: NO

8. Are you willing to provide additional information, if requested, in order to help the Fund comply with Bermuda or Company anti-terrorism policies? YES 9. NO

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

PLEASE TURN TO PAGE S-26

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QUESTIONNAIRE FOR NON-U.S. ENTITY SUBSCRIBERS GENERAL ELIGIBILITY INFORMATION 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 excluding any 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 limit Subscriber's participation in any Company investment? YES If Yes, please explain. 7. Does Subscriber have prior experience in investing in private placements of restricted securities? YES NO 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 used for this investment and the name of the anti-money laundering law to which Subscriber is subject:

S - 13

11. Are you willing to provide additional information, if requested, in order to help the Company comply with Bermuda 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 is Subscriber an affiliate of a U.S. bank holding company or a non-bank subsidiary of a U.S. non-bank holding company, or otherwise subject to the BHC Act? YES NO

13. Are you subscribing, directly or indirectly, for the account of another person? YES If Yes, please note Declaration 18(b) on pages S-5. 14. Are you regulated by a governmental or quasi-governmental regulator? YES If Yes, please provide name and address of that regulator: NO NO

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.

PLEASE TURN TO PAGE S-26

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QUESTIONNAIRE FOR U.S. TAX EXEMPT ENTITIES THAT ARE EMPLOYEE BENEFIT PLANS AND BENEFIT PLAN INVESTORS GENERAL ELIGIBILITY INFORMATION PLEASE COMPLETE ALL APPROPRIATE ITEMS. 1. Name of Subscriber: 2. IRS Identification Number: 3. Does this investment exceed 10% of the Subscribers assets? YES 4. (a) NO

Is Subscriber an "employee benefit plan" within the meaning of Title I of ERISA (an "ERISA Plan") with an investment fiduciary as defined in Section 3(21) of ERISA or other person(s) making investment decisions on behalf of the plan which is a bank, savings and loan association, insurance company or registered investment adviser (other than an affiliate of the Trading Advisor), which fiduciary will decide whether to purchase an Interest? YES NO

If Yes, give details concerning the type of plan and the identity of the person(s) making investment decisions on 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 assets within the meaning of Section 401 of ERISA? YES YES NO NO (d) Is Subscriber an IRA, a Keogh Plan covering only a self-employed individual, or any other one member plan?

If Yes, give details concerning the type of plan and the identity of the person(s) making investment decisions on 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 issued under ERISA) that is not described in 4(a), (b), (c) or (d) above? YES S - 15 NO

If Yes give details concerning the type of benefit plan investor (i.e., employee benefit plan not subject to ERISA, 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 made to the plan on their behalf? YES NO

5. 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? YES If Yes, please explain: NO

6.

Does the Subscriber or the individual participant of a self directed employee benefit plan or one member plan or other person making investment decisions on behalf of the plan, have prior experience with private placements of restricted 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 experience in financial and business matters:________________________________________________________________ ___________________________________________________________________________________________

10. The investment fiduciary or other person(s) making investment decisions on behalf of Subscriber (i.e. the Trustee(s), Custodian or Plan Investment Committee, or in the case of a one-member plan such as an IRA, the individual 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 discretionary basis? YES (b) NO Does the Investment Manager or any of the Investment Managers employees or affiliates currently give regular investment advice to or on behalf of Subscriber? YES S - 16 NO

(c)

Does the Investment Manager or any of the Investment Managers employees or affiliates currently have an agreement or understanding, written or unwritten, with the Subscriber or on behalf of Subscriber under which information, recommendations and advice concerning investments used by Subscriber 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 an agreement 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 or otherwise 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 the Investment Manager, has studied the Memorandum and has made an independent decision to purchase Shares solely on the basis of such Memorandum and without reliance on any other information or statements as to the appropriateness of this investment for Subscriber. All the obligations and requirements of ERISA, including prudence and diversification, or other applicable law with respect to the investment of plan assets have been considered. Subscriber understands that neither the Investment Manager, nor any of the Investment Managers affiliates: (i) has exercised any investment discretion or control with respect to Subscribers purchase of any Shares; (ii) has authority, responsibility to give, or have given individualized investment advice with respect to Subscribers purchase of any Shares; or (iii) are employers maintaining or contributing to any plan or plan investor in Subscriber. This investment conforms in all respects to the governing documents of Subscriber. 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, Section 4975(e)(3) of the Code or other applicable law) and is authorized to execute this Subscription Agreement; 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; this investment 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 aware of, and has taken into consideration, among other things, risk return factors and the anticipated effect of this investment on the diversification, liquidity and cash flow needs of Subscriber and the projected effect of the investment in meeting Subscribers funding objectives, and has concluded that this investment is a prudent one. Subscribers governing documents do not prohibit the Company from investing in specific securities, derivatives or other investments, assets or asset types, including, but not limited to, securities which would be deemed to be employer securities with respect to the Subscriber as defined in Section 407 of ERISA. Subscriber (or Subscribers individual participant) has carefully read the Memorandum and fully understands the tax considerations and risks discussed therein.

(b) (c)

(d) (e)

(f)

(g)

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

S - 17

13. Are you willing to provide additional information, if requested, in order to help the Fund comply with Bermuda and Company anti-money laundering policies? YES NO

14. 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.

PLEASE TURN TO PAGE S-26

S - 18

QUESTIONNAIRE FOR U.S. TAX EXEMPT ENTITIES THAT ARE NON-EMPLOYEE BENEFIT PLANS AND ARE NOT BENEFIT PLAN INVESTORS GENERAL ELIGIBILITY INFORMATION PLEASE COMPLETE ALL APPROPRIATE ITEMS. 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? 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 by the Investment Manager and its affiliates in Subscriber? YES NO YES NO

For this purpose benefit plan investor includes all types of U.S. and non-U.S. employee benefit plans or retirement plans, or schemes, accounts, annuities, arrangements or other entities funding, directly or indirectly, the assets of U.S. or non-U.S. employee benefit plans or retirement plans. If Yes, please complete the Questionnaire for U.S. Tax Exempt Entities that are Employee Benefit Plans and Benefit Plan Investors. 7. 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? YES If Yes, please explain: 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? S - 19

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 documents upon request? YES NO

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

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

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-money laundering policies of other jurisdictions if necessary? YES 17. Are you subscribing, directly or indirectly, for the account of another person? YES If Yes, please note Declaration 18(b) on pages S-6. NO NO

PLEASE TURN TO PAGE S-26

S - 20

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

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 6. NO

Is Subscriber subject to any legal constraint or is Subscriber aware of any reason which may preclude or limit Subscribers participation in any Fund investment? YES If Yes, please explain NO

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

8. Are you willing to provide additional information, if requested, in order to help the Fund comply with Bermuda or Company anti-terrorism policies? YES 9. NO

Are you subscribing, directly or indirectly, for the account of another person? YES If Yes, please note Declaration 18(b) on pages S-6, and Name that Person: NO

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? S - 21

YES If Yes, please explain:

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? If 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 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

PLEASE TURN TO PAGE S-26

S - 22

ACCREDITED INVESTOR CERTIFICATION ALL SUBSCRIBERS THAT ARE U.S. PERSONS MUST COMPLETE THIS PAGE. Subscriber hereby represents and warrants that Subscriber is an Accredited Investor because Subscriber is [check all applicable boxes]: (a) An IRA, a Keogh Plan covering only self-employed individuals or the Plan of a sole proprietor which has, or whose individual participant has, a net worth, or joint net worth, with that persons spouse at the time of purchase, which exceeds US$1 million. An IRA, a Keogh Plan covering only self-employed individuals or the Plan of a sole proprietor whose individual participant had an income in excess of US$200,000 in each of the two most recent years or joint income with that persons spouse in excess of US$300,000 in each of those years and who reasonably expects an income in excess of the same income level in the current year. An employee benefit plan within the meaning of ERISA if the investment decision is made by a Plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser. An employee benefit plan within the meaning of ERISA with total assets of over US$5,000,000. A plan established and maintained by a state or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, or an employee benefit plan within the meaning of ERISA, in each case with total assets over US$5 million. An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code (Code), not formed for the specific purpose of making this investment, with total assets in excess of US$5 million. Any other tax exempt entity described in Section 501(c) of the U.S. Internal Revenue Code (i) in which all of the equity owners are Accredited Investors under Rule 501 of Regulation D under the 1933 Act (Regulation D), or (ii) not formed for the purpose of making this investment, with total assets in excess of US$5,000,000, whose investments are directed by a person with knowledge and financial expertise in financial and business related matters, as described in Rule 506(b)(2)(ii) of Regulation D. An employee benefit plan which is completely self-directed and whose investment decisions are made by a person who is an Accredited Investor under Regulation D. If so, please explain.

(b)

(c)

(d) (e)

(f) (g)

(h)

(i) (j) (k)

An IRA for the benefit of an executive officer or director of the Investment Manager. A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds US$1,000,000. A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. A private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended. A bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act; any broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended. S - 23

(l)

(m) (n)

(o)

Any insurance company as defined in Section 2(13) of the 1933 Act; any investment company registered under the U.S. Investment Company Act of 1940, as amended or Business Development Company as defined in Section 2(a)(48) of that Act. Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958. Other, including an entity in which all beneficial owners are Accredited Investors (please explain).

(p) (q)

PLEASE TURN TO PAGE S-26

S - 24

SIGNATURE PAGES All new subscribers must complete the following: Signature page page S-27 IRA Plan Subscribers In lieu of obtaining the Custodians signature on Page S-27, you may submit a separate document containing the Custodians authorization for this investment Authorized signature(s) page page S-28

S - 25

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:

S - 26

AUTHORIZED SIGNATURE(S)

(To Be Signed By All Subscribers)

IMPORTANT: Only those persons whose name and signatures appear on this page or who are otherwise designated in writing by Subscriber will be recognized as authorized signatories on behalf 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 of Subscriber Other (Specify if different:)

2)

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

Signature:

Signature:

Dated:

Dated:

Name: Title:

Name: Title:

Signature:

Signature:

Dated:

Dated:

S - 27

ADDITIONAL SUBSCRIPTON REQUEST FOR EXISTING SHAREHOLDERS Complete This Form Only If You Are An Existing Shareholder Seeking To Add To Your Investment Make sure you also complete the Payment Information and Bank Account Details forms on pages S-11 and S-12

S - 28

ORBE BRAZIL FUND LTD. VALUE BRAZIL 2 CLASS ADDITIONAL SUBSCRIPTION REQUEST FOR EXISTING SHAREHOLDERS Orbe Brazil Fund Ltd. Value Brazil 2 Class c/o CACEIS (Bermuda) Limited Williams House 20 Reid Street Hamilton HM 11, Bermuda The undersigned Shareholder hereby subscribes for the additional amount set forth below for Shares of the Class currently owned upon the terms and conditions described in the Confidential Offering Memorandum for Orbe Brazil Fund Ltd. Value Brazil 2 Class Shares. The undersigned restates all of the declarations in the undersigneds original Subscription Agreement as if they were made on the date hereof, certifies that all of the information 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-10 and S-11 Additional Subscription Amount: $____________________________________________________________ SIGNATURE(S) INDIVIDUAL SUBSCRIBERS: Dated: (Signature of Subscriber) Dated: (Signature of Co-Subscriber, if applicable) ENTITY SUBSCRIBERS: [IRA Participants and Custodians must sign] Dated: (Signature of Authorized Signatory) Dated: (Signature of Any Other Required Signatory) (Signature of Any Other Required Signatory) FOR USE BY FUND ONLY Subscription has been: Subscription Amount: $ Receipt Sent: Yes No Unrestricted Series Authorized Signature: Accepted Accepted in Part Rejected Other (Print Name) Dated: (Print Name)

Number, Class and Series of Shares:

Restricted Series Dated:

S - 29

ORBE BRAZIL FUND LTD. VALUE BRAZIL 2 CLASS REQUEST FOR REDEMPTION OF SHARES Orbe Brazil Fund Ltd. Value Brazil 2 Class CACEIS (Bermuda) Limited Williams House 20 Reid Street Hamilton HM 11, Bermuda

Dear Sir or Madam: The undersigned Shareholder of the Fund (the Shareholder) hereby requests that the Fund redeem the Shareholders 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 the same account from which the Shareholders investment in the Fund was originally remitted. SIGNATURE FOR INDIVIDUAL SHAREHOLDER: SIGNATURE FOR PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY SHAREHOLDER: _____________________________________ (Print Name of Shareholder) _____________________________________ (Signature) _____________________________________ (Print Name of Person Signing) _____________________________________ (Print Title of Person Signing) Dated:

_______________________________________ (Signature) _______________________________________ (Print Name) _______________________________________ (Signature of Joint Shareholder, if any) _______________________________________ (Print Name of Joint Shareholder, if any) Dated:

S - 30

APPENDICES ALL SUBSCRIBERS MUST REVIEW THE FOLLOWING: Anti-Money Laundering Definitions Appendix 1 Bank Letter For Wires Appendix 2 Documents Required To Be Delivered Appendix 3

S - 31

Appendix 1 ANTI-MONEY LAUNDERING DEFINITIONS Close Associate of a Senior Political Figure is a person who is widely and publicly known internationally 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 on behalf 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 the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the 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 a Regulated Affiliate. Regulated Affiliate means a Foreign Shell Bank that (i) is an affiliate of a depository institution, credit union, or Bank that maintains a Physical Presence in a country and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, 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-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, 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 is authorized to conduct banking activities, at which location the Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Bank to conduct banking activities. Prohibited maintained Designated Designated Investor means (i) a person or entity whose name appears on the various lists issued and by the U.S. Office of Foreign Assets Control (OFAC), including the List of Specially Nationals and Blocked Persons, the Specially Designated Terrorists List and the Specially 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

App.1-1

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, credit union, or Bank that maintains a Physical Presence in a. country, and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Bank. Sanctioned Regimes means targeted countries, terrorism sponsoring organizations and international narcotics 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 or judicial branch of any government (whether elected or not), a senior official of a major political party, or a senior executive of a government-owned corporation. In addition, a Senior Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Political Figure.

________________________

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.

App.1-2

Appendix 2

PLEASE GIVE THIS LETTER TO THE FINANCIAL INSTITUTION FROM WHICH SUBSCRIPTION MONIES ARE WIRED AND HAVE THE FINANCIAL INSTITUTION EITHER RETURN IT TO THE ADMINISTRATOR AT THE SAME TIME THAT THE SUBSCRIPTION MONIES 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) Limited Williams House 20 Reid Street Hamilton HM 11, Bermuda RE: Orbe Brazil Fund Ltd. Value Brazil 2 Class Shares (the Fund)

Dear Sirs: 1. 2. 3. 4. 5. Name of Remitting Financial Institution: Address of Remitting Financial Institution: Name of Customer: Address of Customer: 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:

App.2-1

Appendix 3 Documents Required A. 1. 1.1 1.2 1.3 2. 2.1 2.2 Documentation Required From Subscribers on Initial Subscription: Individuals Completed Subscription Documents duly executed. Copy of passport or other government issued picture identification duly certified. Proof of current address (e.g., current utility bill) if not included in 1.2 above. Entities Completed Subscription Documents duly-signed by authorized signatories. Copies of Certificate of Formation or formation documents (e.g., certificate of incorporation, bye-laws, trust deed, partnership agreement, etc. and evidence of current good standing to conduct business. A copy of current offering memorandum if Subscriber is a fund-of-funds. Copies of authorized signatories list. Anti-money laundering certification in the form of Exhibit A. Documentation Required From Investors For Subsequent Subscriptions: Individuals - completed Additional Subscription Request signed by registered Shareholder. Entities completed Additional Subscription Request signed by authorized signatories of registered Shareholder. If signatories differ from those on file, furnish copy of latest authorized signatories list. IRA and other one member Plans - completed Additional Subscription Request signed by authorized signatories of registered Shareholder, and the individual participant.

2.3 2.4 2.5 B. 1. 2.

3.

Note: Your Subscription Agreement will not be deemed complete until all of the required documentation 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 the prospective Subscriber.

EXHIBIT A AML CERTIFICATION FORM FOR ENTITIES THAT INVEST ON BEHALF OF THIRD PARTIES The undersigned, ____________________________,
Insert Type of Entity Organization

being

the
Insert Title

____________________
Insert Name of Entity Insert Jurisdiction

of

a ________________________ organized under the laws of ___________________________

(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: