SC TO-I

As filed with the Securities and Exchange Commission on July 28, 2005.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

THE BRAZIL FUND, INC.

(Name of Subject Company (issuer))

THE BRAZIL FUND, INC.

(Name of Filing Person (offeror))

COMMON STOCK,

$0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

105759104

(CUSIP Number of Class of Securities)

Bruce Rosenblum, Esq.

The Brazil Fund, Inc.

c/o Deutsche Investment Management Americas, Inc.

345 Park Avenue

New York, New York 10154

(800) 349-4281

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

William D. Regner, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$289,013,719.96(a)	$34,016.91(b)

(a)	Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 8,120,644 shares in the offer, based on the average of the high and low prices on July 26, 2005 of $35.59 as reported on the New York Stock Exchange.
(b)	Calculated at $117.70 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6 for Fiscal Year 2005, effective December 13, 2004.

      o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

      Amount Previously Paid: Not applicable

      Form or Registration No.: Not applicable

      Filing Party: Not applicable

      Date Filed: Not applicable

      o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      Check the appropriate boxes to designate any transactions to which this statement relates:

o  third party tender offer subject to Rule 14d-1

þ  issuer tender offer subject to Rule 13e-4

o  going-private transaction subject to Rule 13e-3

o  amendment to Schedule 13D under Rule 13d-2

      Check the following box if the filing is a final amendment reporting the results of the tender offer.     o

Introductory Statement

      This Issuer Tender Offer Statement on Schedule TO relates to an offer by The Brazil Fund, Inc., a Maryland corporation (the “Fund”), to repurchase a pro rata portion of the Fund’s portfolio securities (other than securities that are not publicly traded, which would need to be registered under the Securities Act of 1933, as amended, if distributed in the repurchase, that may not be held other than by Brazilian holders, or that involve the assumption of contractual obligations or trading restrictions) upon the terms and subject to the conditions set forth in the Offer to Repurchase, dated July 28, 2005 (the “Offer to Repurchase”), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO.

      This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

      The information set forth in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.

Item 12.            Exhibits

(a)(1)(i)	Offer to Repurchase, dated July 28, 2005.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)	Form of Notice of Guaranteed Delivery.
(a)(1)(v)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(2)	None.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Press release issued on July 26, 2005 (incorporated herein by reference to the Schedule TO-C filed by The Brazil Fund, Inc. on July 27, 2005).
(b)(1)	None.
(d)
(g)	None.
(h)	None.

Item 13. Information Required By Schedule 13E-3

      Not Applicable.

1

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE BRAZIL FUND, INC.

By:  /s/ Bruce Rosenblum

Name: Bruce Rosenblum

Title:  Secretary and Vice President

Dated: July 28, 2005

2 EX-99.A.1.I 2 y10943iexv99waw1wi.htm EX-99.A.1.I: OFFER TO REPURCHASE

OFFER TO REPURCHASE

up to 8,120,644 of the Issued and Outstanding Shares of Common Stock

of

The Brazil Fund, Inc.

at 98% of Net Asset Value Per Share

by

The Brazil Fund, Inc.

in Exchange for Portfolio Securities of The Brazil Fund, Inc.

THE OFFER TO REPURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME

ON AUGUST 25, 2005, UNLESS THE OFFER IS EXTENDED.

THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED UNDER “CERTAIN CONDITIONS OF THE OFFER.”

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER TO REPURCHASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

To the Shareholders of The Brazil Fund, Inc.:

      The Brazil Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), is offering to repurchase up to 8,120,644 (approximately 50%) of its issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”). As of July 26, 2005, 16,241,288 Shares were outstanding. The offer is to repurchase Shares in exchange for a pro rata portion of the Fund’s portfolio securities (other than securities that are not publicly traded, that would need to be registered under the Securities Act of 1933, as amended (the “Securities Act”), if distributed in the repurchase, that may not be held other than by Brazilian holders or that involve the assumption of contractual obligations or trading restrictions) held in the Fund’s investment portfolio (the “Portfolio Securities”), subject to adjustment for fractional shares and odd lots, at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Shares are traded, on the business day after the day the offer expires (the “Repurchase Pricing Date”). The offer is being made upon the terms and subject to the conditions set forth in this Offer to Repurchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

      The Offer will expire at 12:00 midnight, Eastern time on August 25, 2005, unless extended. The Shares are traded on the NYSE under the symbol “BZF”. The NAV as of the close of the regular trading session of the NYSE on July 26, 2005 was $39.14 per Share and the last reported sale price on the NYSE on such date for a Share was $36.42. Until the Offer expires, NAV quotations can be obtained from Georgeson Shareholder Communications, Inc. (the “Information Agent”) by calling (800) 366-2167 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

      IF YOU ARE NOT INTERESTED IN SELLING ANY OF YOUR SHARES AT THIS TIME, YOU DO NOT NEED TO DO ANYTHING. THIS REPURCHASE OFFER IS NOT PART OF A PLAN TO LIQUIDATE THE FUND. SHAREHOLDERS ARE NOT REQUIRED TO PARTICIPATE IN THE REPURCHASE OFFER. SHAREHOLDERS WISHING TO SELL SHARES SHOULD CONSIDER WHETHER PARTICIPATING IN THE OFFER, IN LIGHT OF THE ASSOCIATED TRANSACTION COSTS DESCRIBED IN THIS OFFER TO REPURCHASE, IS COST-EFFECTIVE VERSUS SELLING FUND SHARES ON THE NYSE.

      Before you decide whether to participate in the Offer, you should consider the relative benefits and costs of such participation, including, without limitation, the requirements of appointing a Brazilian financial institution as representative (the “Brazilian Representative”), appointing a Brazilian responsible party with respect to your Brazilian tax obligations (a “Brazilian Tax Guarantor”), registering with the Brazilian Securities Commission (the “CVM”), and,

unless you have an existing passenger account under a Brazilian omnibus account, or a proprietary securities trading account directly with a Brazilian Representative, becoming a passenger of a Brazilian financial institution’s omnibus account with a licensed Brazilian broker (a “Brazilian Account”), which may be subject to different procedures and laws than for opening a U.S. brokerage account; the risks inherent in holding the Portfolio Securities, for which there may be less information available than for U.S. publicly traded securities; and the costs (including transaction costs) and risks (including the risk of exchange rate fluctuation between the Brazilian Reais and the currency into which Reais-denominated sales proceeds would ultimately be converted) of disposing of the Portfolio Securities, versus selling the Fund shares on the NYSE at the prevailing market price and receiving cash payment in U.S. dollars. You should promptly make these arrangements if you desire to participate in the Offer because appointing a Brazilian Representative and a Brazilian Tax Guarantor and establishing a Brazilian Account may require more time than opening a brokerage account in the U.S.

      Participation in the offer will result in the receipt of Brazilian securities in exchange for shares of the Fund. If you do not wish to receive or transact in Brazilian securities, you should not participate in the offer. You may sell your shares on the NYSE at the prevailing market price at any time.

      Participating shareholders will bear the costs and expenses of their receiving the Portfolio Securities pursuant to the Offer, including any fees charged by Brown Brothers Harriman & Co. (the “Custodian”) to transfer the Portfolio Securities and any fees charged by Brazilian brokers and subcustodians, the Brazilian Representative and the Brazilian Tax Guarantor. The Fund will pay all charges and expenses of the Information Agent and the Colbent Corporation (the “Depositary”). The Fund mailed this Offer to Repurchase and the accompanying Letter of Transmittal to record holders on or about July 28, 2005.

IMPORTANT INFORMATION

      Shareholders who desire to participate in the Offer should either: (a) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the certificates for the Shares (in proper certificated or uncertificated form) and all other documents required by the Letter of Transmittal; or (b) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders whose shares are registered in the name of such a brokerage firm or other financial intermediary must contact that firm to participate in the Offer on their behalf. Tendering shareholders may be charged a fee by their brokerage firm or other financial intermediary for processing the documentation required to participate in the Offer on their behalf and may incur other expenses as described in this Offer to Repurchase. The Fund reserves the absolute right to reject Shares determined not to be tendered in appropriate form.

      Tendering shareholders who do not timely make the required Brazilian registration, custodial and transfer arrangements will not be able to participate in the offer and will be deemed to have incorrectly tendered their shares. (See Sections 4 and 6.) Transfer and delivery requirements are further detailed in the Letter of Transmittal.

      NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., THE FUND’S INVESTMENT MANAGER (THE “MANAGER”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER SHARES FOR REPURCHASE OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR THE MANAGER AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES FOR REPURCHASE PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS, OR THE MANAGER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER THEIR SHARES FOR REPURCHASE OR REFRAIN FROM PARTICIPATING IN THE OFFER.

      THE FUND HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) A TENDER OFFER STATEMENT ON SCHEDULE TO UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), RELATING TO THE OFFER.

      The date of this Offer to Repurchase is July 28, 2005.

TABLE OF CONTENTS

1.	Price; Number of Shares	6
2.	Purpose of the Offer, Plans or Proposals of the Fund	6
3.	Certain Conditions of the Offer	7
4.	Procedures for Tendering Shares for Repurchase	8
5.	Withdrawal Rights	11
6.	Payment for Shares	11
7.	Source and Amount of Consideration	13
8.	Effects of the Offer; Consequences of Participation	13
9.	Price Range of Shares; Dividends/Distributions	15
10.	Selected Financial Information	16
11.	Interest of Directors, Executive Officers and Certain Related Persons	19
12.	Certain Information About the Fund	20
13.	Additional Information	20
14.	Certain United States Federal Income Tax Consequences	21
15.	Certain Legal Matters; Regulatory Approvals	24
16.	Amendments; Extension of Repurchase Period; Termination	25
17.	Miscellaneous	26

i

SUMMARY TERM SHEET

      This summary highlights important information concerning this repurchase offer. To understand the repurchase offer fully and for a more complete discussion of its terms and conditions, you should read carefully the entire Offer to Repurchase and the related Letter of Transmittal.

What is the repurchase offer?

•  The Brazil Fund, Inc. is offering to repurchase up to 8,120,644 shares (or approximately 50%) of its common stock. The Fund will repurchase Fund shares at a price equal to 98% of the per share net asset value as of the close of the regular trading session of the New York Stock Exchange on the business day immediately after the day the repurchase offer expires. You will not receive cash in exchange for your Fund shares, but will instead receive portfolio securities of Brazilian listed companies held by the Fund at the expiration of the repurchase offer and representing a pro rata share of the portfolio securities then held by the Fund. The Fund will transfer your portion of these portfolio securities to the passenger account that you open under a Brazilian omnibus account or to your existing passenger account or proprietary securities trading account in Brazil, in exchange for the repurchase by the Fund of the Fund shares tendered by you for repurchase. The repurchase offer is subject to a number of conditions. (See “Certain Conditions of the Offer.”)

What does it mean to receive portfolio securities of the Fund?

•  Instead of receiving cash for Fund shares accepted for repurchase in the repurchase offer, participating shareholders will receive shares or other portfolio securities, such as convertible bonds, of Brazilian listed companies in which the Fund has invested (other than securities that are not publicly traded, that would need to be registered under U.S. securities laws if distributed in the repurchase, that may not be held other than by Brazilian holders, or that involve the assumption of contractual obligations or trading restrictions), except that cash in Brazilian Reais will be distributed with respect to fractional shares, odd lots and any cash then held by the Fund. Due to the diversified nature of portfolio securities held by the Fund, shareholders are more likely to receive a disproportionate amount of consideration in the form of cash in lieu of fractional shares to the extent that they tender fewer Fund shares in the repurchase offer. The value of the portfolio securities may decrease or increase between the date on which Fund shares are tendered for repurchase and the date on which Fund shares are priced for purposes of the repurchase offer, and between the date on which Fund shares are priced for purposes of the repurchase offer and the date on which participating shareholders actually receive the portfolio securities in their Brazilian securities trading accounts. (See “Payment for Shares.”)

How many of my shares of the Fund will the Fund repurchase?

•  The Fund is offering to purchase up to 8,120,644 shares of its common stock. If shareholders tender and do not withdraw more than 8,120,644 Fund shares for repurchase, the Fund will repurchase duly tendered shares from participating shareholders on a pro rata basis, disregarding fractions, based upon the number of shares each shareholder tenders for repurchase and does not timely withdraw. However, the Fund will repurchase all shares properly tendered by shareholders owning an aggregate of not more than 99 shares who tender all such Shares by means of the Letter of Transmittal. The Fund does not intend to increase the number of shares that it is offering to repurchase, even if shareholders tender more than the maximum number of shares to be repurchased by the Fund in the repurchase offer.

If I participate in the repurchase offer, can I receive cash instead of portfolio securities in return?

•  No. However, instead of participating in the offer, you may choose at any time to sell your shares of the Fund on the New York Stock Exchange for U.S. dollars at the prevailing market price. In light of the associated transaction costs described in this offer to repurchase, you should consider whether participating in the offer is cost-effective versus selling your shares on the New York Stock Exchange. If you participate in the repurchase offer, a small portion of consideration that you will receive will be in Brazilian Reais to account for fractional shares, odd lots and any cash then held by the Fund. However, due to the diversified nature of portfolio securities held by the Fund,

you are more likely to receive a disproportionately large share of consideration in the form of cash in lieu of fractional shares to the extent that you tender fewer Fund shares in the repurchase offer.

Will I know the identity of the Brazilian issuers of the portfolio securities I will be receiving prior to tendering my Fund shares?

•  On the business day immediately after the repurchase offer expires, the Fund will publish on its web site, www.thebrazilfund.com, and via press release, the composition of the Fund’s portfolio as of such date. You may also refer to the annual and semiannual reports of the Fund for a list of portfolio securities held by the Fund as of June 30 and December 31 of the calendar year covered by such report. The portfolio securities to be received by participating shareholders will represent a pro rata portion of the Fund’s investment portfolio, subject to the adjustments noted above.

What can I do with the portfolio securities I receive if I participate in the repurchase offer?

•  You may arrange to sell your shares of portfolio securities on the Bolsa de Valores de São Paulo, the principal Brazilian stock exchange, in return for cash proceeds denominated in Brazilian Reais. You may also continue to hold the portfolio securities received from the Fund.

Will I have to pay anything to participate in the repurchase offer?

•  The Fund will bear the costs of printing and mailing materials to Fund shareholders, certain legal and filing fees, and fees and expenses of the depositary, the Colbent Corporation, and the information agent, Georgeson Shareholder Communications Inc. The shareholders that participate in the repurchase offer will pay all costs associated with distributing portfolio securities pursuant to the offer, including any Provisional Contribution on Financial Transactions assessed by Brazil’s Central Bank. The actual expense per Fund share tendered by you for repurchase, including the expense of effecting the repurchase and of any liquidation of portfolio securities received by you, will depend on a number of factors, including the number of shares you tender for repurchase, the Fund’s portfolio composition at the time of the repurchase, and prevailing market conditions when you liquidate the portfolio securities received in the repurchase, if you choose to do so. Per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer shares from such participating shareholder. Your broker, dealer or other institution may charge you a fee for processing your repurchase request and sending the repurchase request to the depositary. You may also incur expenses associated with the appointment of a Brazilian representative, a Brazilian responsible party with respect to your Brazilian tax obligations and the establishment of Brazilian securities trading and currency accounts, which you must establish in order to receive the portfolio securities and cash proceeds, plus fees, expenses, taxes and brokerage commissions associated with the disposal or retention of such portfolio securities. (See “Price; Number of Shares.”)

Why is the Fund making this repurchase offer?

•  The Fund is making the repurchase offer to provide shareholders with an alternative source of liquidity for their investment in Fund shares and as part of the Fund’s continuous efforts to provide additional value to shareholders. The repurchase offer provides a means for shareholders who wish to sell a portion of their Fund shares to do so at close to net asset value per share. In addition, the Fund has received a ruling from the Internal Revenue Service to the effect that by distributing to participating shareholders portfolio securities rather than cash, the Fund and those shareholders not participating in the repurchase offer will avoid the recognition of capital gains for U.S. federal income tax purposes which would otherwise likely be incurred in a cash repurchase. (See “Purpose of the Offer; Plans or Proposals of the Fund.”)

When will the repurchase offer expire, and may the repurchase offer be extended?

•  The repurchase offer will expire at 12:00 midnight, Eastern time on August 25, 2005, unless extended. The Fund may elect at any time to extend the expiration date of the repurchase offer. If the repurchase offer is extended, the Fund will issue a press release announcing the extension. (See “Amendments; Extension of Repurchase Period; Termination.”)

2

What is the net asset value per Fund share as of a recent date?

•  As of July 26, 2005, the net asset value per share was $39.14 and the last reported sales price on the New York Stock Exchange for a share of the Fund’s common stock was $36.42. (See “Price Range of Shares; Dividends/ Distributions” for more information regarding the trading range of Fund shares and the Fund’s net asset value per share during the past four years.) Before the repurchase offer expires, net asset value quotations can be obtained from Georgeson Shareholder Communications, Inc. by calling (800) 366-2167 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

Will the Fund’s net asset value per share be higher or lower on the date that the price to be paid for repurchased shares is to be determined?

•  No one can accurately predict what the Fund’s net asset value per share will be at any future date.

How do I participate in the repurchase offer?

•  To participate in the repurchase offer, you must follow the procedures set forth in “Procedures for Tendering Shares for Repurchase” and in the Letter of Transmittal that accompanies this Offer to Repurchase. To participate in the repurchase offer, you will be required, for instance, to appoint a Brazilian representative and a Brazilian responsible party with respect to your Brazilian tax obligations, to register with the Brazilian Securities Commission, and to submit information regarding your passenger account held under a Brazilian omnibus account or to your existing proprietary securities trading account in Brazil where the portfolio securities can be transferred. Participating shareholders should note that appointing a Brazilian representative and tax guarantor, and becoming a passenger of a Brazilian financial institution’s omnibus account with a licensed Brazilian broker, may require more time than opening a brokerage account in the U.S. Accordingly, participating shareholders should promptly make these arrangements. Shareholders should also carefully ensure that all information required in order to participate in the repurchase offer, including information regarding the Brazilian account, has been provided and is accurate. You must also submit required documentation to establish that you are not subject to U.S. federal income tax backup withholding as described in “United States Federal Income Tax Withholding.” The Fund is under no obligation to notify shareholders of any errors or incomplete information with respect to their submission. Any deficiencies in a shareholder’s submission will result in the shareholder’s Fund shares not being accepted for repurchase and being returned to the shareholder following the expiration of the offer.

Must I tender all of my shares for repurchase?

•  No. You may tender for repurchase all or part of the shares you own unless you own not more than 99 shares total, in which case you must tender for repurchase either all or none of your shares.

May I withdraw my shares after I have tendered them for repurchase and, if so, by when?

•  Yes, you may withdraw your shares at any time prior to 12:00 midnight, Eastern time on August 25, 2005 or, if the offer is extended, at any time prior to the expiration time and date, as extended. In order for your withdrawal to be effective, the depositary must receive your notice of withdrawal prior to the expiration of the repurchase offer at one of the addresses listed on the back cover of this Offer to Repurchase. You may resubmit withdrawn shares by following the repurchase procedures before the offer expires, including during any extension period. (See “Withdrawal Rights.”)

How do I withdraw previously tendered shares?

•  A notice of withdrawal of previously tendered shares must be timely received by the Depositary. The notice of withdrawal must specify the name of the shareholder who tendered the shares and the name of the registered owner of such shares if different from the person who tendered the shares. You may withdraw only all Fund shares previously tendered by you, and not a portion thereof, and your notice of withdrawal must state this. (See “Withdrawal Rights.”)

3

May I place any conditions on my tender of shares?

•  No.

If the Fund accepts my shares for repurchase, when will I receive portfolio securities of Brazilian listed companies held by the Fund?

•  The transfer of portfolio securities in return for tendered Fund shares accepted by the Fund will be made as soon as practicable after the expiration of the repurchase offer.

Is my sale of Fund shares in the repurchase offer a taxable transaction?

•  It is anticipated that the sale by participating U.S. shareholders (other than those who are tax exempt) of Fund shares in exchange for portfolio securities will generally be a taxable transaction for U.S. federal income tax purposes. The subsequent sale or other disposition of portfolio securities and Brazilian Reais received pursuant to the Offer may also be a taxable transaction for U.S. federal income tax purposes. Participating shareholders may also be subject to additional U.S. federal taxation under certain circumstances. See “Certain United States Federal Income Tax Consequences” for a general summary of the U.S. federal income tax consequences of a sale of shares pursuant to the repurchase offer and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax adviser regarding your individual tax consequences, including potential state, local and foreign tax consequences.

•  Any capital gain accrued upon the sale by participating non-Brazilian resident shareholders of Fund shares in exchange for portfolio securities will generally be exempt from Brazilian income tax. Capital gains realized in the subsequent sale or other disposition of portfolio securities and Brazilian Reais received pursuant to the offer will also be exempt from Brazilian income tax. Other than capital gains, income derived from the holding of portfolio securities will be subject to Brazilian withholding income tax at a 15% rate. The sale by participating shareholders of Fund shares in exchange for portfolio securities will be considered a foreign exchange transaction, so the amount of the sale will be subject to Brazilian Provisional Contribution on Financial Transactions at a 0.38% rate. Brazilian Financial Transactions Tax is also generally assessed upon foreign exchange transactions; however, the Financial Transactions Tax rate for this transaction is currently 0%. The Brazilian Minister of Finance has the power to increase the Financial Transactions Tax rate to a maximum of 25%, but any increase will only be applied prospectively. See “Certain Brazilian Tax Consequences” for a discussion of certain Brazilian tax consequences of a sale of shares pursuant to the repurchase offer. Please consult your tax adviser regarding your individual tax consequences.

Is there any reason shares tendered by me for repurchase would not be accepted?

•  In addition to those circumstances described under “Certain Conditions of the Offer” in which the Fund is not required to repurchase tendered shares, the Fund has reserved the right to reject any and all tendered shares determined by the Fund not to have been tendered in the appropriate form. The Fund may reject tendered shares if, for instance, the Letter of Transmittal does not include original signature(s) or the original of any required signature guarantee(s).

How will tendered shares be accepted for repurchase by the Fund?

•  Shares properly submitted in the offer will be accepted for repurchase by the determination of the Fund, which will thereafter transfer to properly tendering shareholders portfolio securities previously submitted to the Fund’s custodian. The Fund’s custodian will transfer the portfolio securities to your accounts soon as practicable after the expiration of the offer.

4

What should I do if I decide not to tender my Fund shares for repurchase?

•  Nothing. There are no actions that you need to take.

Does the Fund’s management recommend that shareholders participate in the repurchase offer, and will management participate in the repurchase offer?

•  None of the Fund, its Board of Directors or its investment manager is making any recommendation to the Fund’s shareholders regarding whether to tender Fund shares in the repurchase offer. None of the Fund’s directors or officers intends to tender for repurchase in the repurchase offer any of the shares they beneficially own. (See “Interest of Directors, Executive Officers and Certain Related Persons.”)

Will there be additional opportunities to sell my shares to the Fund?

•  The Fund’s Board of Directors has approved, subject to fiduciary and other applicable requirements, a plan under which the Fund will make offers semi-annually, over a three-year period following the completion of this initial repurchase offer, to repurchase 10% of the Fund’s shares then outstanding, at a price equal to 98% of net asset value on the day after expiration of each such offer. As with this repurchase offer, participating holders would be paid in kind, by receiving a pro rata share of the portfolio securities then held by the Fund. Each of these subsequent offers would be made, subject to regulatory approvals and fiduciary and other applicable requirements, if the Fund’s shares trade on the New York Stock Exchange at an average weekly discount from net asset value greater than 5% during a 13-week measuring period ending on the last day of the preceding half-year period. There can be no assurance that any of the subsequent offers will take place. (See “Purpose of the Offer; Plans or Proposals of the Fund.”)

How do I obtain more information?

•  Questions, requests for assistance and requests for additional copies of the Offer to Repurchase, the Letter of Transmittal and all other repurchase offer documents should be directed to Georgeson Shareholder Communications, Inc., the information agent for the repurchase offer, toll free at (800) 366-2167. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

5

      1. Price; Number of Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Fund will accept for payment, in exchange for a pro rata portion of the Fund’s Portfolio Securities, an aggregate amount of up to 8,120,644 of its issued and outstanding Shares that are properly tendered and not withdrawn in accordance with Section 5 prior to 12:00 midnight, Eastern time on the Expiration Date. The term “Expiration Date” means August 25, 2005, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the last date on which the Offer, as so extended by the Fund, shall expire. The Fund reserves the right in its sole discretion and for any reason to amend, extend or terminate the Offer. (See Sections 3 and 17.) The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. (See Section 3.) The purchase price of the Shares will be 98% of their NAV per Share determined as of the close of the regular trading session of the NYSE on the Repurchase Pricing Date, and will be payable in Fund Portfolio Securities. (See Section 6.) The Fund will not pay interest on the purchase price under any circumstances.

      The NAV as of the close of the regular trading session of the NYSE on July 26, 2005 was $39.14 per Share and the last reported sale price of a Share on the NYSE on such date was $36.42, representing a discount of 7% to NAV. Prior to the Expiration Date, NAV quotations can be obtained from the Information Agent by calling (800) 366-2167 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

      The Offer is being made to all shareholders and is not conditioned upon shareholders tendering for repurchase any minimum aggregate number of Shares.

      If more than 8,120,644 Shares are duly tendered for repurchase pursuant to the Offer (and not withdrawn as provided in Section 5), the Fund, subject to the conditions listed in Section 3, will repurchase Shares from participating shareholders in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions) based upon the number of Shares duly tendered (and not subsequently withdrawn) by or on behalf of each shareholder; provided, that the Fund will not apply such pro rata reduction and will accept all Shares duly tendered by any shareholder who owns, beneficially or of record, an aggregate of not more than 99 Shares and who properly tenders all such Shares by means of the Letter of Transmittal. The Fund does not intend to increase the number of Shares offered for repurchase, even if more than 8,120,644 Shares are tendered by all shareholders in the aggregate.

      On July 26, 2005, there were 8,120,644 Shares issued and outstanding, and there were 627 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held legal title to Shares as nominees on behalf of multiple beneficial owners.

      2. Purpose of the Offer, Plans or Proposals of the Fund. The Board of Directors of the Fund (the “Board”) considered and approved the Offer at a meeting held on December 15, 2004.

      The Fund is making the Offer to provide shareholders with an alternative source of liquidity for their investment in Shares and as part of the Fund’s continuous efforts to provide additional value to shareholders. The Offer provides a means for shareholders who want to sell a portion of their Shares to do so at close to NAV per Share. In addition, the Fund has received a ruling from the Internal Revenue Service (the “IRS”) to the effect that, by distributing Portfolio Securities to participating shareholders, it is anticipated that the Fund and those shareholders who continue to hold Shares after the Offer will avoid the recognition of capital gains for U.S. federal income tax purposes which would otherwise be incurred if participating shareholders were to receive cash consideration for their Shares.

      The Board for many years has sought to address the discount to NAV at which Shares of the Fund have traded in ways consistent with the best interests of shareholders and applicable regulatory requirements. The Board has considered a wide variety of strategies to address the discount. Past actions taken by the Board have included a market Share buy-back program, purchases of Shares pursuant to the Fund’s dividend reinvestment plan, and efforts to increase publicity about the Fund.

      On December 15, 2004, the Fund announced its approval, subject to fiduciary and other applicable requirements and regulatory approvals, of a repurchase of 50% of outstanding Shares at a price equal to 98% of the NAV per Share as of the day after the date such offer expires. The Fund also announced its approval of a plan to conduct six subsequent semi-annual repurchase offers in accordance with section 23(c)(2) under the Investment Company Act of 1940 (the “1940 Act”) and rule 13e-4 under Exchange Act, each for 10% of the then outstanding Shares at a price equal to 98% of NAV per Share as of the day after the date each such offer expires, if Shares trade on the NYSE at an average weekly

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discount from NAV greater than 5% during a 13-week measuring period ending the last day of the preceding half-year (the “Repurchase Program”). Payment for any Shares repurchased pursuant to the Repurchase Program would be made in-kind through a pro rata distribution of Portfolio Securities on the day after the date such offer expires.

      The Board believes that maintaining the Fund’s closed-end structure provides the best means to achieve the Fund’s investment objective of long-term capital appreciation, especially given the emerging nature of the Brazilian capital markets, the volatility and the limited liquidity of many of the Fund’s holdings and other relevant market conditions. The Board believes that the long-term and recent performance of the Fund supports this view.

      There can be no assurance that this Offer and the Repurchase Program will reduce or eliminate any market price discount from NAV of the Fund’s Shares. The market price of the Fund shares will also be determined by, among other things, the relative demand for and supply of Fund shares in the market, the Fund’s investment performance, the Fund’s dividends and yield, and investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives.

      Any Shares repurchased by the Fund pursuant to the Offer will become treasury shares and will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of national securities exchanges on which the Shares are listed).

      Except as set forth above, as described in Section 11 or in connection with the operation of the Fund’s dividend reinvestment plan, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in: (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund’s present dividend policy, or indebtedness or capitalization of the Fund; (d) changes to the present Board or management of the Fund, including changes to the number or the term of members of the Board, the filling of any existing vacancies on the Board or change to any material term of the employment contract of any executive officer; (e) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the 1940 Act; (f) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund.

      3. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Fund’s right to extend and amend the Offer at any time in its sole discretion, the Fund shall not be required to accept for repurchase or, subject to the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for payment of or payment for any tendered Shares, if:

      (a) the Fund is not able to procure Portfolio Securities for purposes of conducting the offer in an orderly manner and consistent with the Fund’s investment objective, policies and status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), in order to provide sufficient consideration to purchase Shares tendered pursuant to the Offer;

      (b) there shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the Offer, challenges the acquisition by the Fund of any Shares pursuant to the Offer or the Board’s fulfillment of its fiduciary obligations in connection with the Offer or the Repurchase Program, seeks to obtain any material amount of damages in connection with the Offer or the Repurchase Program, or otherwise directly or indirectly adversely effects the Offer, the Repurchase Program or the Fund;

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      (c) there shall have occurred: (i) any general suspension of trading in or limitation on prices for securities on the NYSE or the Bolsa de Valores de São Paulo (“Bovespa”), or any other exchange on which the Shares or portfolio securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action materially adverse to the Fund by U.S. federal, state or local authorities or any governmental authority of Brazil or any other foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York, Brazil or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund or the issuers of its portfolio securities that is imposed by U.S. federal, state or local authorities, or by any governmental authority of Brazil or any other foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, terrorist action or any other international or national calamity directly or indirectly involving the United States or Brazil; or (v) any other event or condition which, in the Board’s judgment, would have a material adverse effect on the Fund or its shareholders if the Offer were consummated; or

      (d) the Board determines that effecting the Offer would be inconsistent with applicable legal requirements or would constitute a breach of the Board’s fiduciary duty owed to the Fund or its shareholders.

      The Board may modify these conditions in light of experience.

      The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances, and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 3 shall be final and binding.

      The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. (See Section 17.)

      4. Procedures for Tendering Shares for Repurchase.

      A. Proper Tender of Shares. For Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and all other documents required by the Letter of Transmittal, to be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Repurchase, and must either cause certificates for tendered Shares to be received by the Depositary at such address or cause such Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before 12:00 midnight, Eastern time on the Expiration Date, or (in lieu of the delivery of such Share certificates prior to the Expiration Date) such shareholder must comply with the guaranteed delivery procedures set forth below. Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. Shareholders who do not hold Shares through a broker, dealer, commercial bank, trust company or other nominee may wish to contact one of these entities, deposit their Shares with it and seek its assistance in appointing a Brazilian Representative and a Brazilian Tax Guarantor, registering with the CVM, establishing the Brazilian Account and submitting the Letter of Transmittal and other documents required for participation in the Offer.

      In order validly to tender Shares for repurchase pursuant to the Offer, tendering shareholders, brokers, dealers, commercial banks, trust companies or other nominees tendering shares on behalf of clients must submit instructions regarding their Brazilian Accounts. The form for these instructions appears in the Letter of Transmittal. (See Section 6.)

      The required transfer and delivery requirements are further detailed in the Letter of Transmittal.

      Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to request a tender of Shares pursuant to the Offer unless at the time of the request, and at the time the Shares are accepted for payment, the person requesting the tender has a net long position equal to or greater than the amount requested for tender in either: (a) Shares, and will deliver or cause to be

8

delivered such Shares for the purpose of tender to the Fund within the period specified in the Offer; or (b) an equivalent security and, upon the acceptance of his or her request to tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of requesting the tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the request to tender or guarantee of a request to tender on behalf of another person.

      The acceptance of Shares by the Fund for repurchase will constitute a binding agreement between the participating shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the participating shareholder’s representation that the shareholder has a net long position in the Shares being tendered for repurchase within the meaning of Rule 14e-4 and that the request to tender such Shares complies with Rule 14e-4.

      B. Signature Guarantees and Method of Delivery. No signature guarantee is required if: (a) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company (“DTC”) book-entry transfer facility whose name appears on DTC’s security position listing as the owner of Shares) of the Shares tendered thereby, unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in the Letter of Transmittal; or (b) the Shares tendered are tendered for the account of a firm (an “Eligible Institution”) which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. (See Instruction 2 of the Letter of Transmittal.)

      If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for repurchase thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered for repurchase without alteration, enlargement or any change whatsoever.

      If any of the Shares tendered for repurchase thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

      If any of the Shares tendered for repurchase are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

      If the Letter of Transmittal or any certificates for Shares tendered for repurchase or stock powers relating to Shares tendered for repurchase are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted together with the Letter of Transmittal.

      If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for repurchase, no endorsements of certificates or separate stock powers with respect to such Shares are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

      If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. (See subsection D of this Section 4.)

      C. Book-Entry Delivery. The Depositary has established an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of Shares tendered for repurchase pursuant to the Offer by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfers. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at DTC, a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent’s Message (as defined below) in connection with a book-entry transfer and all other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 12:00 midnight, Eastern time on the

9

Expiration Date at one of its addresses set forth on the back cover page of this Offer to Repurchase, or the tendering shareholder must comply with the guaranteed delivery procedures described below.

      The term “Agent’s Message” means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) which states that: (a) DTC has received an express acknowledgment from the DTC participant tendering the Shares for repurchase that are the subject of the Book-Entry Confirmation; (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal; and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

      D. Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Shares for repurchase pursuant to the Offer and the certificates for the Shares to be tendered for repurchase are not immediately available, or the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary cannot be delivered prior to 12:00 midnight, Eastern time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder’s Shares nevertheless may be tendered for repurchase, provided that all of the following conditions are satisfied: (a) the tender for repurchase is made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 12:00 midnight, Eastern time on the Expiration Date; and (c) the certificates for all such Shares tendered for repurchase, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent’s Message) and any documents required by the Letter of Transmittal, are received by the Depositary within three business days after the Expiration Date of the Offer.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered for repurchase within the meaning of, and that the request for tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery.

      THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause: (a) tender of their Shares for repurchase (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Shares for repurchase pursuant to the Offer and to payment of the Portfolio Securities.

      Notwithstanding any other provision hereof, payment for Shares accepted for repurchase pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent’s Message and all other documents required by the Letter of Transmittal.

      E. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all requests to tender Shares determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) shall be final and binding.

      NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF

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ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

      F. United States Federal Income Tax Withholding. To prevent U.S. federal income tax backup withholding at a rate generally equal to 28% of the gross payments made pursuant to the Offer, each participating U.S. Shareholder (as defined below) must complete the Substitute Form W-9 included in the Letter of Transmittal and provide such form to the Depositary. A “U.S. Shareholder” is, in general, a shareholder that is: (a) an individual who is a citizen or resident of the United States; (b) a corporation or partnership, or other entity taxed as a corporation or partnership, created or organized in or under the laws of the United States, any State thereof or the District of Columbia; (c) an estate the income of which is subject to United States federal income taxation regardless of the source of such income; or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

      Participating Non-U.S. Shareholders (as defined below) must submit a Form W-8BEN or other Form W-8, as appropriate, to the Depositary in order to avoid backup withholding. For this purpose, a “Non-U.S. Shareholder” is any shareholder that is not a U.S. Shareholder. Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html.

      FAILURE OF A PARTICIPATING SHAREHOLDER TO SUBMIT THE DOCUMENTATION DESCRIBED ABOVE WILL RESULT IN AN INVALID SUBMISSION OF SHARES FOR PARTICIPATION IN THE OFFER AND, ACCORDINGLY, SUCH SHAREHOLDER’S SUBMITTED SHARES WILL NOT BE ACCEPTED FOR REPURCHASE.

      5. Withdrawal Rights. At any time prior to 12:00 midnight, Eastern time on the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time after September 23, 2005, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered.

      To be effective, a written notice of withdrawal of Shares tendered for repurchase must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Repurchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary prior to 12:00 midnight, Eastern time on the Expiration Date, and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having requested the tendered Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution.

      All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered for repurchase by following the procedures described in Section 4 prior to 12:00 midnight, Eastern time on the Expiration Date. Except as otherwise provided in this Section 5, tenders of Shares made pursuant to the Offer will be irrevocable.

      NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

      6. Payment for Shares. For purposes of the Offer, the Fund will be deemed to have accepted for payment and repurchased Shares that are tendered for repurchase (and not withdrawn in accordance with Section 5) when, as and if the Fund gives oral or written notice to the Depositary of its acceptance of such Shares for repurchase pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return Shares tendered for repurchase promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the

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Fund will distribute Portfolio Securities as payment for properly tendered Shares as soon as practicable after the Expiration Date.

      The sale proceeds of the Offer will be paid in a pro rata portion of the Portfolio Securities then held by the Fund except for: (a) securities that are not traded on a public securities market or for which quoted bid and ask prices are not available; (b) securities that, if distributed, would be required to be registered under the Securities Act; (c) securities issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles, or whose distribution would otherwise be contrary to applicable local laws, rules or regulations; and (d) certain portfolio assets (such as forward currency exchange contracts, futures and options contracts, and purchase agreements) that, although they may be liquid and marketable, involve the assumption of contractual obligations, require special trading facilities or can only be traded with the counterparty to the transaction in order to effect a change in beneficial ownership. With respect to the Portfolio Securities, as to fractional shares and/or odd lots of securities, and with respect to any amounts attributable to any cash position held by the Fund (including short-term non-equity securities), the Fund will: (a) pay cash (in Brazilian Reais); (b) round off (up or down) odd lots or fractional shares so as to eliminate them prior to distribution; or (c) pay a higher pro rata percentage of equity securities equivalent to the value thereof. The choice of option (a), (b) or (c) with respect to the treatment of fractional shares and/or odd lots of securities is at the discretion of the Fund.

      Portfolio Securities distributed in the Offer will be valued in the same manner as they would be valued for the purpose of computing the Fund’s NAV on the Repurchase Pricing Date. In the case of Portfolio Securities traded on a public securities market for which public price quotations are available, this means their last reported sales price on the exchange on which the securities are primarily traded (with respect to Portfolio Securities traded on Bovespa, the last reported closing price), or, if the securities are not listed on an exchange or the public securities market, or, if there is no such reported price, the average of the most recent bid and asked price (or, if no such asked price is available, the last quoted bid prices). The Portfolio Securities distributed to shareholders pursuant to the Offer will be limited to securities that are traded on a public securities market or for which quoted bid prices are available.

      In order to comply with applicable Brazilian laws and regulations, each tendering shareholder (or the holders of legal title to the Shares if legal and beneficial ownership are held by different persons) must appoint a Brazilian Representative and a Brazilian Tax Guarantor, register with the CVM and establish a Brazilian Account. Shareholders should note that establishing a Brazilian Account, which requires shareholders to first appoint a Brazilian Representative and Brazilian Tax Guarantor, may require more time than opening a brokerage account in the U.S. Accordingly, participating shareholders should promptly make these arrangements. The Depositary will cancel properly tendered Shares accepted by the Fund for repurchase as soon as possible after the Expiration Date. The Fund’s obligation with respect to any tendering shareholder to make payment for such Shares shall be satisfied when the Fund gives written or oral instructions to the Custodian to deposit the Portfolio Securities and cash proceeds into such tendering shareholder’s Brazilian Account.

      Participating shareholders may experience a delay in the transfer of Portfolio Securities into their Brazilian Accounts due to the time required to clear the transfer of title to the Portfolio Securities under Brazilian securities trade clearing practices. The Fund will not pay interest on the purchase price for this or any other reason.

      In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of:

•  a Letter of Transmittal (or a copy thereof) properly completed and duly executed and any required signature guarantee(s), or an Agent’s Message in connection with a book-entry transfer;

•  certificates evidencing Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedure set forth in Section 4; and

•  all other documents required by the Letter of Transmittal.

      The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to shareholders, certain legal and filing fees and the fees and expenses of the Depositary and Information Agent. Participating shareholders will pay the costs associated with distributing Portfolio Securities pursuant to the Offer (generally, custodial expenses and certain taxes), which shall be deducted directly from each participating shareholder’s proceeds from the repurchase. Relevant taxes include the Brazilian Provisional Contribution on Financial Transactions tax (“CPMF”) and Withholding Income Tax (“IRF”) due upon the Fund’s transfer of Portfolio Securities pursuant to

12

the Offer. Participating shareholders will bear any transaction costs associated with transferring and delivering the Portfolio Securities and cash proceeds to such participating shareholder’s Brazilian Account. The actual per share expenses of effecting the repurchases and of any liquidation of portfolio securities received will depend on a number of factors, including the number of shares tendered, the Fund’s portfolio composition at the time and market conditions prevailing during the liquidation process. Per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer shares from such participating shareholder. Shareholders wishing to sell Shares should consider whether participating in the Offer, in light of these transaction costs, is cost-effective versus selling Shares on the NYSE. Brokers, dealers or other institutions also may charge fees to a participating shareholder for processing a repurchase request and sending it to the Depositary. A participating shareholder may also incur expenses associated with the appointment of a Brazilian Representative and Brazilian Tax Guarantor and the establishment of a Brazilian Account, plus fees, expenses, taxes and brokerage commissions associated with the disposal or retention of Portfolio Securities.

      Certificates representing Shares tendered but not repurchased will be returned promptly following the termination, expiration or withdrawal of the Offer. The Fund will not be obligated to repurchase Shares pursuant to the Offer under certain conditions. (See Section 3.)

      In order validly to tender Shares for purchase pursuant to the Offer, participating shareholders must complete and sign the appropriate IRS Form W-8 or Substitute IRS Form W-9, as applicable and provide such form to the Depositary together with the Letter of Transmittal. Failure of a participating shareholder to do so will result in a defective submission and the Fund will be unable to purchase such shareholder’s Shares.

      7. Source and Amount of Consideration. The actual cost of the Offer to the Fund cannot be determined at this time because the number of Shares to be repurchased will depend on the number of shares tendered for repurchase, and the price will be based on the NAV per Share on the Repurchase Pricing Date. If the NAV per Share on the Repurchase Pricing Date were $39.14, which was the NAV per Share on July 26, 2005, and if shareholders tender 50% of the Fund’s outstanding Shares pursuant to the Offer, estimated payments by the Fund of Portfolio Securities to the shareholders would be worth approximately $311,507,899. (See the Pro Forma Capitalization Table, Section 8.) The Fund will not be responsible for the costs of distributing the Portfolio Securities, including any transaction expenses and fees and the costs associated with the services of the Custodian, which will be paid by participating shareholders.

      The consideration which participating shareholders will receive under the terms of the Offer consists of pro rata portions of the Fund’s Portfolio Securities and cash in Brazilian Reais held by the Fund. As of July 26, 2005, approximately 96.5% of the Fund’s assets were invested in equity securities of Brazilian issuers, all of which were listed on Bovespa. As of July 26, 2005, approximately 3.5% of the Fund’s assets were invested in cash and cash equivalents.

      8. Effects of the Offer; Consequences of Participation. THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR PARTICIPATING AND NON-PARTICIPATING SHAREHOLDERS.

      A. Effects on Value of Portfolio Securities. The Fund’s investments and the Portfolio Securities may decrease in value following the Offer, depending on the level of participation in the Offer and whether and when participating shareholders choose to dispose of the Portfolio Securities after the Offer. Because of the size of the Fund and the relatively high price volatility, low liquidity and small market capitalization of the Brazilian securities markets, if a large percentage of shareholders participate in the Offer and choose to sell the Portfolio Securities shortly after receiving them, there could be an adverse impact on the Brazilian securities markets or on the market prices of the Portfolio Securities and the Fund’s other investments, which risk would affect both participating and non-participating shareholders.

      B. Effects on the Fund. The repurchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-participating shareholders and reducing the NAV of the Fund. This reduction in the NAV of the Fund will likely cause the ratio of the Fund’s expenses to its NAV to increase. Additionally, a reduction in the number of Fund shares issued and outstanding may reduce the liquidity and the depth of the trading market for Fund Shares.

      C. Pro Forma Effects on Fund Capitalization. The repurchase by the Fund of the Shares will reduce the Fund’s net assets (that is, its assets less its liabilities). The following table sets forth the net assets of the Fund as of July 26, 2005,

13

adjusted to give effect to the Offer (excluding expenses and assuming the Fund repurchases 50% of its outstanding Shares pursuant to the Offer):

Pro Forma Capitalization(1)

			Adjustment for
	As of July 26,		Purchase at $38.36			Pro Forma as
	2005		per Share(2)			Adjusted
Total net assets	$	635,714,565	$	311,507,899		$	324,206,666
Shares outstanding		16,241,288		(8,120,644	)		8,120,644
NAV per Share(3)	$	39.14	$	38.36		$	39.92

(1)	This table assumes purchase by the Fund of 8,120,644 Shares, equal to 50% of the Fund’s outstanding Shares as of July 26, 2005.
(2)	This amount represents 98% of the Fund’s NAV per share, as of July 26, 2005. Shares repurchased pursuant to the Offer will be purchased at a 2% discount to NAV on the Repurchase Pricing Date, which may be more or less than $38.36 per Share, and the pro forma NAV per Share also may be more or less than that shown above.
(3)	The NAV per Share of the Fund is determined as of the close of regular trading on the NYSE no less frequently than weekly, at such times as the Board may determine, and on the last business day of each month the NYSE is open, by dividing the total assets of the Fund, less all liabilities, by the total number of Shares outstanding.

      D. Expenses of Participating Shareholders. Without consideration of any potential tax consequences to participating shareholders, the actual per share expense incurred by a shareholder to participate in the Offer will depend on many factors, including the number of Shares tendered for repurchase by such participating shareholder, expenses associated with establishing a Brazilian Account and appointing a Brazilian Representative and Brazilian Tax Guarantor, and any fees and expenses paid to a U.S. financial institution for submitting the documentation necessary for participation in the Offer. The impact of such per share expenses on a participating shareholder will depend in part on how many Shares the Fund repurchases from such participating shareholder; per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer Shares from such participating shareholder. Participating shareholders may incur additional expenses following their participation in the Offer, which may vary depending on whether they sell or retain the Portfolio Securities. Shareholders wishing to sell Shares should consider whether participating in the Offer, in light of these transaction costs, is cost-effective versus selling Shares on the NYSE.

      E. Consequences of Receipt of Foreign Portfolio Securities. Participating shareholders may wish to retain the Portfolio Securities as a long-term investment. The Fund is not providing shareholders with specific information regarding any of the Portfolio Securities and participating shareholders may not have the means to effectively monitor, or to monitor as efficiently as a managed investment vehicle, the performance of the Portfolio Securities and to assess their associated risks. Although the Brazilian issuers of the Portfolio Securities are all publicly listed Brazilian companies, Brazilian disclosure rules may not require publicly disclosed information regarding such issuers to be as current as information provided by U.S. public companies or for such information to be made available in languages other than Portuguese. Brazilian public companies may also be subject to less stringent disclosure standards and regulatory oversight than U.S. companies.

      Direct investment in Brazilian securities involves further considerations that are not normally associated with investments in U.S. securities, including: (a) relatively high price volatility and lesser liquidity; (b) currency fluctuations and the cost of converting Brazilian Reais into U.S. dollars; (c) restrictions on foreign investment; and (d) political, economic and social risks and uncertainties.

      There also may be additional future costs participating shareholders incur in retaining the Portfolio Securities. If participating shareholders receive Portfolio Securities and then determine to liquidate the Portfolio Securities, such participating shareholders would be subject to investment and currency risks as well as any additional expenses and tax

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consequences associated with liquidating Portfolio Securities. Shareholders are encouraged to consult with their financial and tax advisers regarding these issues.

      THE VALUE OF THE PORTFOLIO SECURITIES MAY DECREASE OR INCREASE BETWEEN THE EXPIRATION DATE AND THE REPURCHASE PRICING DATE, AND BETWEEN THE REPURCHASE PRICING DATE AND THE DATE ON WHICH THE PORTFOLIO SECURITIES ARE ACTUALLY TRANSFERRED INTO PARTICIPATING SHAREHOLDERS’ BRAZILIAN ACCOUNTS. PARTICIPATING SHAREHOLDERS WILL ASSUME THESE MARKET RISKS.

      F. Tax Consequences of Participating Shareholders. The sale by participating United States Shareholders of Shares in exchange for Portfolio Securities pursuant to the Offer will generally have U.S. federal income tax consequences, and the subsequent ownership and sale by participating shareholders of such Portfolio Securities may also have U.S. and Brazilian tax consequences. In addition, non-participating shareholders may also be subject to certain U.S. tax consequences. See Sections 14 (“Certain United States Federal Income Tax Consequences”) and 15 (“Certain Brazilian Tax Consequences”).

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      9. Price Range of Shares; Dividends/ Distributions. The following table sets forth, for the periods indicated, the high and low NAVs per Share and the high and low closing sale prices per Share as reported on the NYSE Composite Tape, and the amounts of cash dividends/distributions per Share paid during such periods.

		Net Asset Value				Market Price
										Dividends/
		High		Low		High		Low		Distributions
Year (ending December 31)
2001
	1st Quarter		24.44		19.08		19.25		14.40		0.0000
	2nd Quarter		20.43		18.01		16.30		14.10		0.0000
	3rd Quarter		19.40		13.88		15.40		10.90		0.0000
	4th Quarter		19.03		13.98		15.69		11.25		0.715
2002
	1st Quarter		20.26		17.02		17.35		14.18		0.0000
	2nd Quarter		20.51		14.17		17.75		11.66		0.0000
	3rd Quarter		15.20		10.24		12.93		8.60		0.0000
	4th Quarter		13.91		9.96		11.91		8.40		0.27
2003
	1st Quarter		14.68		12.27		12.85		10.26		0.0000
	2nd Quarter		18.37		14.51		15.60		11.86		0.0000
	3rd Quarter		22.11		17.45		18.89		14.58		0.0000
	4th Quarter		27.58		21.78		24.04		18.06		0.63
2004
	1st Quarter		30.72		26.05		26.60		20.72		0.0000
	2nd Quarter		28.91		21.23		24.67		17.40		0.0000
	3rd Quarter		30.87		25.63		27.00		21.50		0.0000
	4th Quarter		37.08		30.43		34.89		25.76		1.04
2005
	1st Quarter		40.74		33.56		39.35		30.88		0.0000
	2nd Quarter		40.59		34.47		38.83		31.55		0.0000

      As of the close of business on July 26, 2005, the Fund’s NAV was $39.14 per Share, and the high, low and closing prices per Share on the NYSE on that date were $36.48, $34.70 and $36.42, respectively. Prior to the expiration of the Offer, NAV quotations can be obtained in the manner indicated in Section 1.

      The tender of Shares, unless and until such tendered Shares are accepted for repurchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund.

      10. Selected Financial Information. The table below is intended to help you understand the financial performance of the Fund. This information, except as indicated, has been derived from audited financial statements of the Fund, which are incorporated herein by reference and included in the Fund’s Annual Report to shareholders. The Annual and Semi-Annual Reports may be obtained without charge by writing to Georgeson Shareholder Communications, Inc., the Information Agent, 17 State Street, New York, New York 10004, by calling (800) 366-2167 or on the Internet at www.sec.gov or www.thebrazilfund.com.

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FINANCIAL HIGHLIGHTS

      The following table includes per-Share performance data for a Share of the Fund, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for Fund shares.

Financial Highlights

		Years Ended June 30,
		2004(a)			2004			2003			2002			2001			2000
Per Share Operating Performance
Net asset value, beginning of period		$	25.58		$	17.91		$	15.43		$	19.63		$	24.01		$	17.03
Income (loss) from Investment operations
	Net investment income (loss)(a)		.34			0.74			0.5			0.54			0.67			0.48
	Net realized and unrealized gain (loss) on investment transactions		11.81			7.54			2.23			(4.02	)		(4.13	)		6.8
	Total from investment operations		12.15			8.28			2.73			(3.48	)		(3.46	)		7.28
Less distributions from:
	Net investment income		(.78	)		(0.63	)		(0.27	)		(0.53	)		(0.42	)		(0.30	)
	Net realized gains on investment transactions		(.26	)		—			—			(0.19	)		(0.50	)		—
	Total distributions		(1.04	)		(0.63	)		(0.27	)		(0.72	)		(0.92	)		(0.30	)
NAV accretion resulting from repurchases, shares tendered and reinvestment of distributions for shares at value			—			0.02			0.02			—			—			—
Net asset value, end of period		$	36.69		$	25.58		$	17.91		$	15.43		$	19.63		$	24.01
Market value, end of period		$	34.37		$	21.51		$	14.95		$	12.75		$	15.15		$	17.13
Total Return
Per share net asset value(%)(c)			47.96	**		46.56			18.37			(17.54	)		(14.01	)		43.28
Per share market value(%)(c)			64.90	**		47.50			19.64			(11.67	)		(7.00	)		17.99
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)			596			415			293			254			323			395
Ratio of expenses(%)			1.51	*		1.56			1.65			1.52			1.44			1.49
Ratio of net Investment Income (loss)(%)			2.20	*		3.05			3.6			3.04			3.03			2.42
Portfolio turnover rate(%)			4	*		4			5			3			8			14

(a)	For the six months ended December 31, 2004.
(b)	Based on average shares outstanding during the period.
(c)	Total return based on NAV reflects changes in the Fund’s NAV during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestments of distributions. These figures will differ depending upon the level of any discount from or premium to NAV at which the Fund’s shares trade during the period.
*	Annualized
**	Not annualized

17

SUMMARY OF SELECTED FINANCIAL INFORMATION

FOR THE PERIODS INDICATED BELOW

		Six Months
		Ended			Year Ended			Year Ended			Year Ended
		December 31,			June 30,			June 30,			June 30,
		2004			2004			2003			2002
		(Unaudited)			(Audited)			(Audited)			(Audited)
STATEMENT OF OPERATIONS
Investment Income		$	9,307,008		$	18,114,083		$	12,001,045		$	13,259,093
Expenses			3,787,265			6,134,803			3,779,694			4,413,123
Expense Reductions			(2,637	)		(885	)
Net Expenses			3,784,628			6,133,918			3,779,694			4,413,123
Net investment income			5,522,380			11,980,165			8,221,351			8,845,970
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS:
Net realized gain (loss) on:
	Investments		6,305,046			4,193,325			(103,046	)		(5,784,642	)
	Foreign currency transactions		806,942			(964,136	)		(2,650,423	)		(2,088,060	)
Net unrealized appreciation (depreciation) of:
	Investments		184,414,783			119,779,672			37,119,195			(57,269,512	)
	Foreign currency transactions		348,782			(170,772	)		2,079,798			(1,048,593	)
Net gain (loss) on investments transactions			191,875,553			122,838,089			36,445,524			(66,190,807	)
Net Increase (Decrease) in Net Assets from Operations			197,397,933			134,818,254			44,666,875			(57,344,837	)
STATEMENT OF ASSETS AND LIABILITIES
	Total Assets		613,607,641			417,492,066			293,357,905			255,935,359
	Total Liabilities		17,659,443			2,050,862			806,875			2,125,877
	Net Assets, at value		595,948,198			415,441,204			292,551,030			253,809,482
	Net asset value per share		36.69			25.58			17.91			15.43

18

SUMMARY OF ANNUAL NAV DISCOUNTS AND PREMIUMS

      Shares have traded at varying relationships to NAV per Share. The following table shows the relationship between price on the NYSE and NAV per Share for the years indicated:

	Premium or Discount as a Percentage
Year	Average		High				Low
1991		10.41		31.14	(8/30/91	)		-9.07	(2/15/91	)
1992		2.98		15.22	(7/2/92	)		-13.04	(12/17/92	)
1993		-6.70		3.86	(2/4/93	)		-12.66	(12/16/93	)
1994		-0.79		12.68	(4/21/94	)		-13.31	(3/31/94	)
1995		1.41		14.17	(3/16/95	)		-14.66	(12/7/95	)
1996		-9.43		10.87	(2/11/96	)		-20.44	(10/24/96	)
1997		-18.29		-13.28	(1/16/97	)		-25.87	(11/20/97	)
1998		-22.90		-15.83	(2/21/98	)		-35.27	(9/10/98	)
1999		-16.56		-8.07	(5/12/99	)		-27.60	(1/12/99	)
2000		-25.99		-19.82	(2/14/00	)		-30.87	(10/16/00	)
2001		-20.37		-15.40	(8/2/01	)		-24.60	(1/12/01	)
2002		-15.17		-9.21	(7/29/02	)		-20.05	(1/14/02	)
2003		-15.20		-12.37	(1/7/03	)		-22.91	(4/24/03	)
2004		-14.45		-5.93	(12/27/04	)		-18.72	(5/11/04	)
2005(1)		-6.35		-3.52	(2/25/05	)		-9.07	(3/29/05	)

(1)  Through June 10, 2005.

      11. Interest of Directors, Executive Officers and Certain Related Persons. Information, as of particular dates, concerning the Fund’s directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters, is required to be disclosed in proxy statements distributed to the Fund’s shareholders and filed with the Commission. The table below sets forth the number of Shares and percentage of outstanding Shares beneficially owned by the directors and officers of the Fund as of July 26, 2005.

	Number of Shares
Name and Position	Beneficially Owned
Robert J. Callander, Chairman and Director(1)		2,000
Kenneth C. Froewiss, Director(1)		1,000
William H. Luers, Director(1)		322
Ronaldo A. da Frota Nogueira, Director(1)		4,016
Susan Kaufman Purcell, Director(1)		150
Kesop Yun, Director		0
Julian F. Sluyters, President and Chief Executive Officer		0
Vincent J. Esposito, Vice Chairman and Director		0
John Millette, Assistant Secretary		0
Paul H. Schubert, Treasurer and Chief Financial Officer		0
Kathleen Sullivan D’Eramo, Assistant Treasurer		0
Tara C. Kenney, Vice President		0
Caroline Pearson, Assistant Secretary		0
Bruce A. Rosenblum, Vice President and Secretary(2)		0
Carole Coleman, Vice President and Secretary(2)		0
Paul H. Rogers, Vice President		0
Scott McHugh, Assistant Treasurer		0

(1)	Percentage of Shares beneficially owned equal less than 1/4 of 1% of Shares of the Fund. The total percentage of Shares beneficially owned by all directors and executive officers equal less than 1/4 of 1% of Shares of the Fund.
(2)	Carole Coleman will replace Bruce Rosenblum as Vice President and Secretary effective July 29, 2005.

19

      Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s directors or officers, or associates of any of the foregoing, has effected any transaction in Fund shares, except for dividend reinvestments, during the past 60 days. Except as set forth in this Offer to Repurchase, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s directors or officers, is a party to any agreement, arrangement, or understanding, whether or not legally enforceable, with respect to any of the Fund’s securities, including without limitation any agreement, arrangement, or understanding with respect to the transfer or voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations. Based upon information provided or available to the Fund, no director, officer or affiliate of the Fund intends to tender Shares for repurchase pursuant to the Offer. The terms of the Offer do not, however, restrict or limit the Fund from repurchasing Shares from any such person.

      During the 60 days prior to the date of this Offer to Repurchase, the Fund did not purchase any Shares in the open market.

      12. Certain Information About the Fund. The Fund is a Maryland corporation with its principal executive offices located at 345 Park Avenue, New York, NY 10154 (telephone number (800) 349-4281). The Fund is a closed-end, non-diversified, management investment company. The Fund first issued Shares to the public on November 7, 1987. The CVM granted the Fund’s request for an exemption from repatriation restrictions under Brazil’s Annex III Regulation to Resolution 1289/87 on July 26, 2005. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public. The Fund’s investment objective is long-term capital appreciation through investment in Brazilian equity securities.

      The Manager is a corporation organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Manager and its predecessors have served as investment manager to the Fund since its inception. The Manager’s principal business address is 345 Park Avenue, New York, NY 10154.

      The Manager is part of Deutsche Asset Management. Deutsche Asset Management is the marketing name in the United States for the asset management activities of Deutsche Bank AG, the Manager, Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company. Deutsche Asset Management is a global asset management organization with over $699 billion in assets under management as of June 30, 2004. The Manager is an indirect wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a global banking institution engaged in financial services, including investment management, mutual fund, retail, private and commercial banking, investment banking and insurance.

      The Manager, the predecessor of which is Scudder, Stevens & Clark, Inc. (“Scudder”), is an investment counseling firm established as a partnership in 1919. Scudder reorganized from a partnership to a corporation on June 28, 1985. On December 31, 1997, Zurich Insurance Company (“Zurich”) acquired a majority interest in Scudder, and Zurich Kemper Investments, Inc., a Zurich subsidiary, became part of Scudder. Scudder’s name changed to Scudder Kemper Investments, Inc. On January 1, 2001, the Manager changed its name from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc. On April 5, 2002, 100% of the Manager was acquired by Deutsche Bank AG. Upon the closing of this transaction, the Manager changed its name from Zurich Scudder Investments, Inc. to Deutsche Investment Management Americas Inc.

      13. Additional Information. The Fund has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, including the exhibits thereto (“Schedule TO”), which provides certain additional information relating to the Offer. You may inspect and obtain a copy of Schedule TO at the prescribed rates at the Commission’s public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 233 Broadway, New York, New York 10279; and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule TO may also be obtained by mail at the prescribed rates from the Public Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Fund’s filings are also available to the public on the Commission’s website at www.sec.gov.

      14. Certain United States Federal Income Tax Consequences. The following discussion is a general summary of certain U.S. federal income tax consequences of a participating shareholder’s sale of Shares pursuant to the Offer based on current U.S. federal income tax law, including the Code, applicable Treasury regulations and IRS rulings. Different

20

rules may apply to particular shareholders depending upon their individual circumstances. Shareholders should consult their own tax advisers with respect to the tax consequences of a sale of Shares pursuant to the Offer, including potential tax consequences in jurisdictions where the shareholder is a citizen, resident or domiciliary.

      A. Consequences to U.S. Shareholders of Participating in the Offer. It is anticipated that U.S. Shareholders (as such term is defined in Section 4.F, above), other than tax-exempt persons, who sell Shares pursuant to the Offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between (a) the fair market value of the Portfolio Securities and any Brazilian Reais they receive pursuant to the Offer; and (b) their adjusted tax basis in the Shares sold by them. The sale date for such tax purposes will be the date the Fund accepts the Shares for purchase. This gain or loss will be capital gain or loss if the Shares sold are held by the participating U.S. Shareholder at the time of sale as capital assets, and will be treated as either long-term or short-term capital gain or loss depending on whether the Shares have been held at that time for more or less than one year, as applicable. Gain or loss must be calculated separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer. Any long-term capital gain realized by a non-corporate U.S. Shareholder that is not a tax-exempt person will be taxed at a maximum rate of 15%. Capital losses recognized by a U.S. Shareholder are generally available only to offset capital gains of the U.S. Shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year with capital losses). The ability of a U.S. Shareholder to carry back or carry forward capital losses is limited.

      Under the Code’s “wash sale” rules, loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent U.S. Shareholders acquire other Shares within 30 days before or after the date the repurchased Shares are purchased pursuant to the Offer. In that event, the basis and holding period of the Shares acquired would be adjusted to reflect the disallowed loss.

      The foregoing U.S. federal income tax treatment is based on the assumption that not all shareholders will participate in the Offer and that the continuing ownership interest in the Fund of each participating U.S. Shareholder (including shares constructively owned by such participating U.S. Shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the repurchase as a sale rather than a distribution for U.S. federal income tax purposes, pursuant to Section 302(b) of the Code. If this assumption is not met, the receipt of Portfolio Securities for Shares purchased by the Fund may be taxable to U.S. Shareholders that are not tax-exempt persons as a distribution by the Fund rather than as a gain from the sale of the Shares. In that event, receipt of the Portfolio Securities and Brazilian Reais by such U.S. Shareholders would be taxable as a dividend, in an amount equal to the fair market value of the Portfolio Securities and Brazilian Reais, to the extent of such U.S. Shareholders’ allocable shares of the Fund’s current or accumulated earnings and profits. Any excess of the value of the Portfolio Securities and Brazilian Reais received over the portion so taxable as a dividend would constitute a non-taxable return of capital to the extent of the U.S. Shareholders’ tax basis in the Shares sold, and any remaining excess of such value of the Portfolio Securities and Brazilian Reais would be treated as either long-term or short-term capital gain from the sale of the Shares (if the Shares are held as capital assets), depending on how long the Shares were held. If the repurchase is treated as a distribution by the Fund rather than a sale of shares, the portion of the distribution treated as a dividend would, in the case of U.S. Shareholders who are individuals meeting certain holding period and other requirements, qualify as “qualified dividend income” eligible for the reduced maximum federal tax rate of 15% (5% for individuals in the 15% bracket) to the extent deemed to be paid out of “qualified dividend income” received by the Fund. Qualified dividend income is, in general, dividend income from taxable U.S. corporations and certain foreign corporations (including foreign corporations incorporated in certain countries having a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). Because the United States does not currently have a tax treaty with Brazil, dividends received by the Fund from Brazilian corporations will only qualify as “qualified dividend income” if shares of the Brazilian corporation are publicly traded in the United States. For its fiscal year ended June 30, 2004, none of the dividends received by the Fund qualified as “qualified dividend income.” Any portion of the distribution treated as a dividend that did not qualify for the reduced rate would be taxable to U.S. Shareholders that are not tax-exempt persons at the regular maximum federal tax rate of up to 35%. If the receipt of Portfolio Securities by a participating U.S. Shareholder is taxable as a distribution, such U.S. Shareholder’s remaining tax basis in the purchased Shares would generally be added to the tax basis of the Shares that the U.S. Shareholder continued to hold following completion of the Offer. Corporate U.S. Shareholders are particularly urged to consult their own tax advisers regarding participation in the Offer in their particular circumstances.

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      B. Consequences to U.S. Shareholders of the Ownership of Portfolio Securities Received Pursuant to the Offer. Each participating U.S. Shareholder’s federal income tax basis in Portfolio Securities and Brazilian Reais received pursuant to the Offer will be equal to the fair market value of the Portfolio Securities or Brazilian Reais on the day the Offer is consummated. Each participating U.S. Shareholder’s holding period for Portfolio Securities received pursuant to the Offer will begin on the day after the day on which the Offer is consummated.

      C. Dividends and Other Distributions on Portfolio Securities Received Pursuant to the Offer. The gross amount of any distributions paid by an issuer of Portfolio Securities out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), before reduction for any withholding taxes imposed with respect thereto, will generally be taxable to a participating U.S. Shareholder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. As described above under “Consequences to U.S. Shareholders of Participating in the Offer,” dividends received by individual U.S. Shareholders from Brazilian corporations will only qualify as “qualified dividend income” eligible for a reduced maximum rate of U.S. federal income tax if shares of the Brazilian corporation are publicly traded in the United States. Otherwise, such dividends will be taxable at ordinary income rates. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Shareholder’s basis in the particular Portfolio Security with respect to which the distribution is paid, and thereafter as capital gain.

      Dividends and other taxable distributions paid in Brazilian Reais will be included in income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the payment is received (or treated as received) by the U.S. Shareholder, regardless of whether the Reais are converted into U.S. dollars at that time. If the Reais so received are converted into U.S. dollars on the day they are received (or treated as received) by the U.S. Shareholder, the U.S. Shareholder generally will not be required to recognize foreign currency gain or loss in respect of the conversion. If the Reais so received are not converted into U.S. dollars on the day they are received (or treated as received), the U.S. Shareholder will have a tax basis in the Reais equal to the U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the Reais generally will be treated as ordinary income or loss to the U.S. Shareholder, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

      One or more issuers of Portfolio Securities that a participating U.S. Shareholder receives pursuant to the Offer may be a passive foreign investment company (“PFIC”) for U.S. tax purposes. A PFIC is a non-U.S. corporation in which either: (a) 75% or more of its gross income for a taxable year is “passive income;” or (b) at least 50% of the average percentage of assets held during the taxable year are assets that produce passive income or are held for the production of passive income. If a U.S. Shareholder holds Portfolio Securities issued by a company that is a PFIC, such U.S. Shareholder may be subject to U.S. federal income tax charges, in the nature of interest with respect to deferred taxes, on a portion of any “excess distribution” or gain from the disposition of those Portfolio Securities. In addition, gain from the disposition of Portfolio Securities issued by a PFIC may be taxable at ordinary income rates rather than reduced capital gain rates. Shareholders should consult with their tax advisers about the tax consequences of investing in a PFIC.

      Participating U.S. Shareholders should consult their own tax advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received with respect to Portfolio Securities, and the federal income tax rates that apply with respect to each such distribution in their particular circumstances.

      D. Sale or Other Disposition of Portfolio Securities or Brazilian Reais Received Pursuant to the Offer. Upon a subsequent sale or other disposition of Portfolio Securities received pursuant to the Offer, participating U.S. Shareholders will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between their adjusted tax basis in the particular Portfolio Securities sold and the amount realized in the subsequent disposition. Subject to the application of the PFIC rules described above, any such gain or loss will generally be long-term capital gain (eligible for the reduced 15% capital gains rate) or loss only if the selling U.S. Shareholder holds the Portfolio Securities as capital assets for more than one year following the consummation of the Offer.

      If Portfolio Securities received pursuant to the Offer are subsequently sold or otherwise disposed of in exchange for Brazilian Reais, the amount realized should be equal to the U.S. dollar value of the amount received on the date of sale or disposition. If the sale or other disposition is settled on a subsequent settlement date, the U.S. Shareholder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and

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on the settlement date. However, in the case of Portfolio Securities traded on an established securities market that are sold by a cash basis U.S. Shareholder (or an accrual method U.S. Shareholder that so elects) the amount realized will be based on the exchange rate in effect on the settlement date for the sale or other disposition, and no exchange gain or loss will be realized at that time. Brazilian Reais received on the sale or other disposition of Portfolio Securities will have a tax basis equal to the U.S. dollar value on the settlement date.

      Any gain or loss on a subsequent conversion or other disposition of the Reais received pursuant to this Offer or in connection with the ownership or sale of Portfolio Securities will generally be treated as ordinary income or loss to the U.S. Shareholder, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

      Participating U.S. Shareholders are particularly urged to consult their own tax advisers concerning the applicability of the foreign tax credit rules to any Brazilian taxes payable as a consequence of the ownership, sale or other disposition of Portfolio Securities received pursuant to the Offer and the application of U.S. source of income rules to distributions and gains with respect to Portfolio Securities that they hold following the Offer.

      E. Consequences to U.S. Shareholders Who Do Not Participate in the Offer. The purchase of Shares pursuant to the Offer generally will have no U.S. federal income tax consequences to non-participating U.S. Shareholders. However, if any such purchase by the Fund is treated as a Section 301 distribution rather than as an exchange, as described above, and the distribution has the result of some shareholders receiving property and other shareholders increasing their proportionate interests in the assets or earnings and profits of the Fund, the non-participating U.S. Shareholders may be deemed to have received a taxable distribution of Fund stock.

      F. Backup Withholding. Under the U.S. backup withholding rules, the Depositary would be required to withhold 28% of the gross proceeds paid to any U.S. Shareholder that is not a tax-exempt person unless either: (a) such U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9 (or Substitute Form W-9), providing such U.S. Shareholder’s employer identification number or social security number, as applicable, and certifying under penalties of perjury that: (i) such number is correct; (ii) either (A) such U.S. Shareholder is exempt from backup withholding, (B) such U.S. Shareholder has not been notified by the Internal Revenue Service that such U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (C) the Internal Revenue Service has notified such U.S. Shareholder that such U.S. Shareholder is no longer subject to backup withholding; or (b) an exception applies under applicable law. In order to avoid the possibility of backup withholding, all participating U.S. Shareholders are required to provide the Depositary with IRS Form W-9. Failure of a U.S. Shareholder to provide the Depositary with a completed and signed Form W-9 will result in a defective submission, and the Fund will be unable to repurchase such shareholder’s Shares. A Substitute Form W-9 is included as part of the Letter of Transmittal for U.S. Shareholders.

      G. Consequences to Non-U.S. Shareholders of Participating in the Offer. The U.S. federal income taxation of a Non-U.S. Shareholder (as such term is defined in Section 4.F, above) on a sale of Shares pursuant to the Offer depends on whether such transaction is “effectively connected” with a trade or business carried on in the United States by the Non-U.S. Shareholder, as well as the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund, as discussed above with respect to U.S. Shareholders participating in the offer. If the sale of Shares pursuant to the Offer is not effectively connected and gives rise to taxable gain, any gain realized by a Non-U.S. Shareholder upon the sale of Shares pursuant to the Offer will not be subject to U.S. federal income tax, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the receipt of Portfolio Securities by a participating Non-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to U.S. federal tax, which may be withheld at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend does not constitute effectively connected income. If the amount realized on the sale of Shares by a Non-U.S. Shareholder is effectively connected income, regardless of whether the sale is characterized as a sale or as giving rise to a distribution from the Fund for U.S. federal income tax purposes, such income would be subject to U.S. tax at rates applicable to a U.S. Shareholder, as well as any applicable branch profits tax.

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      Participating Non-U.S. Shareholders could be subject to 28% backup withholding, as described with respect to participating U.S. Shareholders above. In order to avoid the possibility of backup withholding, each Non-U.S. Shareholder must provide the Depositary with a completed IRS Form W-8BEN, or another type of Form W-8 appropriate to the particular Non-U.S. Shareholder. Failure to provide the Depositary with the appropriate Form W-8 will result in a defective submission and the Fund will be unable to purchase the participating Non-U.S. Shareholder’s Shares. Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html.

      Participating Non-U.S. Shareholders should consult their own tax advisers regarding the tax consequences of the ownership, sale or other disposition of Portfolio Securities and Brazilian Reais in their particular circumstances.

      H. Consequences to the Fund. The Fund has received a ruling from the IRS to the effect that it will not recognize gain or loss for U.S. federal income tax purposes as the result of the distribution of Portfolio Securities to participating shareholders pursuant to the terms of the Offer.

      15. Certain Brazilian Tax Consequences. The following discussion is a general summary of certain Brazilian tax consequences of a sale of Shares pursuant to the Offer by a participating shareholder that is not a resident of Brazil for Brazilian tax purposes. Different rules may apply to particular shareholders depending upon their individual circumstances. Shareholders should consult their own tax advisers with respect to tax consequences of a sale of Shares pursuant to the Offer, including, in the case of a Brazilian shareholder, potential tax consequences in Brazilian jurisdictions where such shareholder is a resident or domiciliary.

      In Brazil, investments made through vehicles designed solely for non-Brazilian resident investors, such as the Fund, are subject to a specific tax regime. Under this tax regime, the Fund is liable for all taxes related to an investment and the remittances to the shareholders are exempt from any taxation. The capital gains earned by non-Brazilian resident investors from trades in stock, commodities, futures or like markets, directly or through a investment vehicle such as the Fund, are generally not subject to Brazilian income tax. Therefore, any capital gain realized by the Fund upon the sale by a participating shareholder of Shares in exchange for Portfolio Securities pursuant to the Offer will be exempt from Brazilian income tax, to the extent that such Portfolio Securities are sold on stock, commodities, futures or like markets. The capital gains income tax exemption is not applicable to gains realized by non-Brazilian resident investors, directly or through a investment vehicle such as the Fund, that are residents of countries where income is either not taxed or subject to taxation at less than a 20% rate (“Tax Havens”). In these cases, capital gains are subject to the same rules as those applying to persons resident and domiciled in Brazil (i.e. subject to IRF, as defined in Section 6, at a 15% rate). Because the Fund is not located in a Tax Haven, the Fund expects the capital gains income tax exemption to be applicable.

      Furthermore, under this tax regime, other earnings (such as interest) are subject to IRF: (a) at 10%, when arising from investments in floating-income funds, swaps and other futures transactions off the stock exchanges; and (b) at 15% in all other cases, including fixed-income investments and interest on net worth. IRF is assessed upon the disposal of the Portfolio Securities by the Fund. Thus, the Fund will incur IRF on other earnings with respect to Portfolio Securities upon the participating shareholders’ sale of Shares in exchange for the Portfolio Securities pursuant to the Offer. The Fund will also incur IRF on gains realized upon the sale of Portfolio Securities in exchange for Shares pursuant to the Offer, to the extent that such Portfolio Securities are not sold on stock, commodities, futures or like markets. Such IRF will be paid by the Fund and will reduce amounts distributable to participating shareholders. Finally, since 1996, dividends paid by a Brazilian company to its shareholders are exempt from Brazilian income tax; therefore, dividends paid with respect to Portfolio Securities are exempt from Brazilian income tax.

      Pursuant to Decree No. 4494, which was issued by the President of Brazil on December 3, 2002, the amount in Reais resulting from the conversion of the proceeds received by a Brazilian entity from a foreign investment in the Brazilian securities market is subject to a Financial Transactions Tax (“IOF”). At present, the rate of such tax is 0%. IOF is also assessed on the value of stock exchange transactions. Currently, such transactions are subject to a 0% rate, due to the provisions of article 33, paragraph 2, of Decree No. 4494. The Minister of Finance is empowered to establish the applicable IOF tax rate. Under Law 8,894 of June 21, 1994, such IOF tax rate may be increased at any time to a maximum rate of 25%, but any such increase will only be applicable to transactions occurring after such increase becomes effective. Thus, in light of the present legislation, the IOF rate applicable to the transactions related to the Offer is 0%.

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      According to Constitutional Amendment No. 31 of December 18, 2000, as of March 18, 2001, the CPMF, as defined in Section 6, is assessed at a rate of 0.38%. This tax is collected, with certain limited exceptions, on any debit of Reais from Brazilian bank accounts. On June 12, 2002, the Brazilian Congress approved Amendment No. 37 to the Federal Constitution that reinstated the CPMF tax for the period between June 13, 2002 to December 31, 2004, at a rate of 0.38%. On December 19, 2003, the Brazilian Congress approved Amendment No. 92 to the Brazilian Federal Constitution, which provides for the assessment of CPMF for the period between January 1, 2005 to December 31, 2007 at a rate of 0.38%.

      Due to the fact that the Central Bank of Brazil considers the sale by a participating shareholder of Shares in exchange for Portfolio Securities pursuant to the Offer to be a foreign exchange transaction, there will be a deemed debit of Reais from a Brazilian bank account. Therefore, upon a participating shareholder’s sale of Shares to the Fund in exchange for Portfolio Securities pursuant to the Offer, the fair market value of the Portfolio Securities will be subject to CPMF at a 0.38% rate, and the amount of Portfolio Securities payable to each participating shareholder will be reduced accordingly.

      The Brazilian income tax treatment of participating non-Brazilian resident shareholders directly holding Portfolio Securities received in exchange for Shares pursuant to the Offer is similar to the Fund’s Brazilian income tax treatment. Thus, any capital gain realized by participating shareholders upon the subsequent sale of Portfolio Securities received pursuant to the Offer will be exempt from Brazilian income tax, to the extent that such Portfolio Securities are sold on stock, commodities, futures or like markets. Please note that, if any participating shareholder resides in a Tax Haven, as defined above, the capital gains income tax will not apply to such shareholder and capital gains will be subject to IRF at a 15% rate. Participating shareholders are also subject to IRF on other earnings (such as interest) with respect to Portfolio Securities upon a subsequent disposition of such Portfolio Securities, at 10% or 15% rates. Participating shareholders will also be assessed IRF on gains realized upon the subsequent sale of Portfolio Securities, to the extent that such gains are not earned from trades on stock, commodities, futures or like markets. Dividends paid with respect to Portfolio Securities are exempt from Brazilian income tax. Moreover, the IOF rate applicable to currency exchange transactions and stock exchange transactions related to the investment will remain 0%, unless the Minister of Finance increases it.

      In regard to CPMF, a participating shareholder’s subsequent sale of the Portfolio Securities received in exchange for Shares pursuant to the Offer will not be subject to CPMF to the extent that the Portfolio Securities are stock and such sale occurs within a stock exchange or an organized over-the-counter market, as established in article 85, item III, of the Constitutional Transitory Provisions Act, as amended by Constitutional Amendment n^o 37, of June 12, 2002.

      Participating shareholders should consult their own tax advisers regarding the Brazilian tax consequences of the ownership, sale or other disposition of Portfolio Securities in their particular circumstances.

      16. Certain Legal Matters; Regulatory Approvals.

      A. Brazil. The Fund is subject to certain repatriation restrictions due to its registration under Brazil’s Annex III Regulations to Resolution No. 1289/87, and must obtain an exemption from these restrictions from the CVM in order to conduct the Offer. On July 26, 2005, the CVM granted an exemption from the Annex III repatriation restrictions for the purpose of conducting the Offer.

      On June 22, 2005, the Fund submitted to the Central Bank of Brazil a request for authorization of the foreign exchange transactions necessary to conduct the Offer and register the Portfolio Securities in the name of the tendering shareholders. The Central Bank decided that the Fund may commence the offer without first obtaining Central Bank authorization. When the offer expires, the Fund will deliver a letter to the Central Bank listing the names of all participating shareholders. The Central Bank has stated that it will then promptly grant authorization to each participating shareholder.

      Additionally, under applicable Brazilian legal requirements tendering shareholders (or the holders of legal title to the Shares if legal and beneficial ownership are held by different persons) that are foreign (non-Brazilian) investors must register with the CVM under Resolution No. 2689/00 of the Brazilian National Monetary Council before acquiring any Portfolio Securities pursuant to the Offer, and should accordingly ensure that such registration has been made in a timely manner.

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      B. U.S.: SEC. On June 29, 2005, the Commission granted to the Fund an order, pursuant to the authority delegated to the Commission under sections 6(c) and 17(b) of the 1940 Act, exempting the Repurchase Program, including the Offer, from section 17(a) of the 1940 Act.

      C. U.S.: IRS. On June 7, 2005, the Fund received a private letter ruling from the IRS to the effect that the Fund will not recognize gain pursuant to the Offer for U.S. federal tax purposes when it distributes appreciated portfolio securities in-kind to participating stockholders. As a result, only participating stockholders should recognize income or gains in connection with the payment of portfolio securities, and neither the Fund nor non-participating stockholders of the Fund should recognize such gains as a consequence of payments of portfolio securities to the participating stockholders.

      D. Other. The Fund is not aware of any other approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares repurchased pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not have a material adverse effect on the Fund. The Fund’s obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 3.

      17. Amendments; Extension of Repurchase Period; Termination. Subject to the applicable rules and regulations of the Commission, the Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in Section 3, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary. There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a participating shareholder to withdraw such shareholder’s Shares. (See Section 5.)

      Subject to the applicable rules and regulations of the Commission, the Fund also expressly reserves the right, in its sole discretion, at any time and from time to time, to: (a) terminate the Offer and not accept for payment (or pay for) any Shares if any of the conditions referred to in Section 3 has not been satisfied or upon the occurrence and during the continuance of any of the events specified in Section 3; and (b) waive any condition or amend the Offer in any respect, in each case by giving oral or written notice of termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Fund acknowledges that Rule 14e-1(c) under the Exchange Act requires the Fund to pay the consideration offered or return the Shares tendered for repurchase promptly after the termination or withdrawal of the Offer, and that the Fund may not delay acceptance for payment of, or payment for, any Shares upon the occurrence of any of the conditions specified in Section 3 without extending the period during which the Offer is open.

      Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m., Eastern time on the business day immediately after the previously scheduled Expiration Date. Without limiting the manner in which the Fund may choose to make any public announcement, except as provided by applicable law (including Rules 13e-4(d), 13e-4(e) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), the Fund will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire.

      If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, the Fund will disseminate additional repurchase offer materials (including by public announcement as set forth above) and extend the Offer to the extent required by Rules 13e-4(e) and l3e-4(f) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon facts and circumstances, including the relative materiality of the changes. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought, a minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of such change to shareholders. Accordingly, if, prior to the Expiration Date, the Fund decreases the number of Shares being sought, increases the

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consideration offered pursuant to the Offer or adds a dealer’s soliciting fee, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase, decrease or addition is first published, sent or given to shareholders, the Offer will be extended at least until the expiration of such ten business day period. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

      18. Miscellaneous. The Offer is not being made to, nor will the Fund accept tenders of Shares from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of shareholders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund’s behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.

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      Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, Share certificates and any other required documentation should be sent or delivered by each shareholder or the shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below.

The Depositary for the Offer is:

The Colbent Corporation

By First Class Mail:

The Colbent Corporation
Attn: Corporate Actions
POB 859208
Braintree, MA 02185-9208 By Registered, Certified or
Express Mail or
Overnight Courier:

The Colbent Corporation
Attn: Corporate Actions
161 Bay State Drive
Braintree, MA 02184

By Hand:

The Colbent Corporation
Attn: Corporate Actions
161 Bay State Drive
Braintree, MA 02184

By Facsimile:

(781) 380-3388

Confirm Facsimile Transmission:

(781) 843-1833 Ext. 200

      Questions or requests for assistance or for additional copies of the Offer to Repurchase, the Letter of Transmittal or other material in connection with the Offer may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their brokers, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.

17 State Street

New York, New York 10004

Toll Free: (800) 366-2167

Call Collect: (212) 440-9800

THE BRAZIL FUND, INC.

July 28, 2005

EX-99.A.1.I

EX-99.A.1.I

EX-99.A.1.II

LETTER OF TRANSMITTAL

to Accompany Shares of Common Stock

of

The Brazil Fund, Inc.

Tendered Pursuant to the Offer to Repurchase

Dated July 28, 2005

THE OFFER TO REPURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN

TIME ON AUGUST 25, 2005, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

The Colbent Corporation

	By Registered, Certified or
By First Class Mail: The Colbent Corporation Attn: Corporate Actions POB 859208 Braintree, MA 02185-9208	Express Mail or Overnight Courier: The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	By Hand: The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184

To Confirm Receipt of Notice of Guaranteed Delivery:

By Facsimile: (781) 380-3388

Confirm Facsimile Transmission: (781) 843-1833 Ext. 200

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN THOSE SHOWN ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW (OR, IN THE CASE OF A NON-U.S. PERSON, THE APPROPRIATE TYPE OF FORM W-8). THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) & Address(es) of Registered Holder(s)
(Please fill in, if Blank, Exactly as	Share(s) Tendered(***)
Name(s) Appear(s) on Share Certificate(s))	(Please Attach Additional List if Necessary)
		Total Number
		of Shares
	Share	Represented by	Number of
	Certificate	Share	Shares
	Number(s)(*)	Certificate(s)(*)	Tendered(**)
	Total Shares Tendered
* Need not be completed by shareholders who tender Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificates delivered to the Depositary are being tendered. See Instruction 5.
*** If the Shares being tendered are Shares held by the Transfer Agent pursuant to the Fund’s Dividend Reinvestment Plan, shareholders should so indicate on page 5.

o I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3.

      THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause: (a) tender of their Shares for repurchase (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Shares for repurchase pursuant to the Offer and to transfer to participating shareholders of the Portfolio Securities (as defined below).

      This Letter of Transmittal is to be used: (a) if certificates for Shares (as defined below) are to be forwarded herewith; or (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan are to be tendered; or (c) if tenders are to be made by book-entry transfer, to any of the accounts maintained by the Depositary at the Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedure set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Fund’s Offer to Repurchase dated July 28, 2005 (the “Offer to Repurchase”). Shareholders whose certificates are not immediately available or who cannot deliver certificates for Shares (other than uncertified Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan) or deliver confirmation of the book-entry transfer of their Shares into the Depositary’s account at the Book-Entry Transfer Facility and all other documents required hereby to the Depositary prior to the Expiration Date may nevertheless tender their Shares according to the guaranteed delivery procedures set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. See Instruction 2 below under the section entitled “Instructions.” DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

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o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

If the tendered shares are being tendered by a nominee holder on behalf of its customers, please state the number of customer accounts for whose benefit the tender is made:

o CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution That Guaranteed Delivery:

Account Number (if delivered by book-entry transfer):

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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      Ladies and Gentlemen:

      The undersigned hereby tenders to The Brazil Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), the shares of the Fund’s Common Stock, $0.01 par value per share (the “Shares”) described below, in exchange for a pro rata portion of the Fund’s portfolio securities (other than securities that are not publicly traded, that would need to be registered under the Securities Act of 1933, as amended, if distributed in the repurchase, that may not be held other than by Brazilian holders, or that involve the assumption of contractual obligations or trading restrictions) (the “Portfolio Securities”) held in the Fund’s investment portfolio, subject to adjustment for fractional shares and odd lots, at a price equal to 98% of the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Shares are traded, on the business day after the day the offer expires, upon the terms and subject to the conditions set forth in the Offer to Repurchase, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Repurchase and any amendments or supplements thereto, collectively constitute the “Offer”). The term “Expiration Date” means August 25, 2005, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the last date on which the Offer, as so extended by the Fund, shall expire.

      Subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered hereby and that are being accepted for repurchase pursuant to the Offer (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Expiration Date) and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (a) deliver certificates for such Shares (and any dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date) or transfer ownership of such Shares (and other dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the purchase price; (b) present such Shares (and any dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date) for transfer on the books of the Fund; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date), all in accordance with the terms of the Offer.

      The undersigned hereby represents and warrants that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for repurchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); and (d) the undersigned has read and agreed to all of the terms of the Offer.

      The undersigned (or the holders of legal title to the Shares if legal and beneficial ownership are held by different persons) further represents and warrants that such party: (a) has registered with the Brazilian Securities Commission (the “CVM”); (b) has become a passenger of a Brazilian omnibus account or has an existing passenger account or proprietary securities trading account in Brazil (a “Brazilian Account”); (c) will provide account and registration information at the time the Shares are presented for repurchase. (See “Authorization Instructions Regarding the Repurchase Offer by The Brazil Fund, Inc.”); (d) will complete the Authorization Instructions form; and (e) will submit certain tax information as a condition to participation in the Offer. The undersigned understands that the Fund is not responsible for any errors or deficiencies in a submission and has no responsibility to notify shareholders of any

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deficiencies or errors in a submission. (See “Authorization Instructions Regarding the Repurchase Offer by The Brazil Fund, Inc.”)

      All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date in accordance with Section 5, “Withdrawal Rights,” of the Offer to Repurchase. After the Expiration Date, tenders made pursuant to the Offer will be irrevocable except as provided in the Offer to Repurchase.

      THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT PLAN.

o YES           o NO

Note: If you do not check either of the boxes above, uncertificated Shares, if any, held in the name of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan will not be tendered.

5

ODD LOTS

(SEE INSTRUCTION 13)

      This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of not more than 99 Shares. The undersigned either (check only one box):

o  Is the beneficial or record owner of an aggregate of not more than 99 Shares, all of which are being tendered; or

o  Is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) thereof Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of not more than 99 Shares and is tendering all of such Shares;

and, in either case, hereby represents that the above indicated information is true and correct as to the undersigned.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

      The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer.

      The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to repurchase any of the Shares tendered hereby, or may accept for repurchase fewer than all of the Shares tendered hereby.

      Unless otherwise indicated herein under “Special Payment Instructions,” the undersigned requests: (a) the return of any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered;” (b) unless otherwise indicated under “Special Delivery Instructions,” the return of any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered;” and (c) in the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, the return of such certificates to the person or persons so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares so tendered. The undersigned further recognizes that the Special Payment Instructions and the Special Delivery Instructions are not applicable to Shares tendered by book-entry transfer, nor to uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan which may be tendered hereby.

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SPECIAL PAYMENT INSTRUCTIONS

(SEE INSTRUCTIONS 1, 6, 7 AND 9)

   To be completed ONLY if certificates for Shares not tendered or not repurchased are to be issued in the name of and sent to someone other than the undersigned.

Issue Certificate to:

Name

(Please Print)

Address:

(City, State, Zip Code)

Complete Payer Substitute Form W-9 or

appropriate type of Form W-8

(Taxpayer Identification (Social Security) Number)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 1, 6, 7 AND 9)

   To be completed ONLY if certificates for Shares not tendered or not repurchased are to be issued in the name of the undersigned, but sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail Certificate to:

Name

(Please Print)

Address:

(City, State, Zip Code)

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AUTHORIZATION INSTRUCTIONS

REGARDING THE REPURCHASE OFFER BY

THE BRAZIL FUND, INC.

      Name of Record Holder or DTC Participant (if shares held in “street name”) (“Record Holder”): 

      As a condition to participation in the Offer, tendering shareholders (or the holders of legal title to the Shares if legal and beneficial ownership are held by different persons) are required to register with the CVM and to become a passenger of a Brazilian omnibus account (the “Brazilian Account”) or to have a Brazilian Account already existing in Brazil, information concerning which is provided below as regards the Record Holder’s Fund shares.

      Brazilian Account:

•  Name of custodian (omnibus account holder — applicable only to holders of passenger accounts):

 

•  Address, City and Zip Code of custodian:

 

•  Name of Brazilian subcustodian (Brazilian financial institution):

 

•  Address, City and Zip Code of Brazilian subcustodian:

 

•  Account No. of proprietary or passenger account:

 

•  Name of account holder (tendering shareholder):

 

•  CVM Code:

 

      I hereby certify that the information above is correct and accurate and that I am the registered and authorized holder and signatory under such Brazilian Account.

      I represent that none of the Fund, its Investment Adviser, Custodian, Information Agent or Depositary, or any of their agents or representatives (the “Parties”), assumes any responsibility and/or liability for any errors or deficiencies regarding the Brazilian Account. In the event that the Brazilian financial institution maintaining the omnibus account where my Brazilian Account has been established, or the holder of that omnibus account, does not accept for deposit into my Brazilian Account any Portfolio Securities and cash for any reason whatsoever, none of the Parties will be held responsible.

      I hereby:

      (1) authorize the Brazilian financial institution maintaining the proprietary or omnibus account where my Brazilian Account has been established, and the holder of that omnibus account, to provide any required information requested by the Fund’s Investment Adviser, or any of its agents or representatives, that would allow them to validate the Brazilian Account information;

      (2) instruct the Brazilian financial institution maintaining the proprietary or omnibus account where my Brazilian Account has been established, and the holder of that omnibus account, to accept for deposit any Portfolio Securities and cash distributed in response to my participation in the Offer;

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      (3) acknowledge that the Brazilian counterparty that will transfer to my Brazilian Account the Portfolio Securities and cash will be BankBoston Brazil, the Fund’s subcustodian in Brazil, on behalf of Brown Brothers Harriman & Co., the Fund’s custodian. The Portfolio Securities and cash will be settled through Bank Boston N.A.; and

      (4) acknowledge that the Brazilian financial institution maintaining the proprietary or omnibus account where my Brazilian Account has been established, or the holder of that omnibus account will be the party that will confirm to me the transfer of my pro rata portion of Portfolio Securities and cash into my account.

      I hereby irrevocably release the Parties from any liability in connection with (a) any communications between any of them and the Brazilian financial institution maintaining the proprietary or omnibus account where my Brazilian Account has been established, or the holder of that omnibus account, and (b) the establishment of the Brazilian Account.

      Record Holder Name:
________________________________________________________________________________

      Signature:
________________________________________________________________________________

      Date:
________________________________________________________________________________

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SIGN HERE

(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)

(Signatures of Shareholder(s))

Dated: 

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6.)

Name(s):

(Please Print)

Capacity (Full Title):

Address:

City                                                                                                                           State                                             &nb sp;                                                                        Zip Code

Area Code and Telephone Number:

Employer Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)

(SEE INSTRUCTIONS 1 AND 6)

Authorized Signature(s):

Name:

(Please Print)

Name of Firm:

Address:

City                                                                                                                           State                                             &nb sp;                                                                        Zip Code

Dated: 

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

      1. Signature Guarantees. No signature guarantee on this Letter of Transmittal is required if: (a) this Letter of Transmittal is signed by the registered holder(s) of the Shares (including, for purposes of this document, any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder(s) has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” herein; or (b) the Shares tendered are tendered for the account of a firm (an “Eligible Institution”) which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.

      2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only: (a) if certificates are to be forwarded herewith; (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan are to be tendered; or (c) if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. Certificates for all physically tendered Shares, or confirmation of a book-entry transfer in the Depositary’s account at the Book-Entry Transfer Facility of Shares tendered by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal with any required signature guarantees, and all other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 12:00 midnight, Eastern time on the Expiration Date. Shareholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary prior to 12:00 midnight, Eastern time on the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to 12:00 midnight, Eastern time on the Expiration Date, may tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, which must be received by the Depositary prior to the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. Pursuant to such procedures, the certificates for all physically tendered Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be received by the Depositary within three business days after the Expiration Date of the Offer, all as provided in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase.

      THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause: (a) tender of their Shares for repurchase (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Shares for repurchase pursuant to the Offer and to payment of the Portfolio Securities.

      No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for repurchase of Shares.

      3. Lost Certificates. In the event that any shareholder is unable to deliver to the Depositary the Fund certificate(s) representing his, her or its Shares due to the loss or destruction of such Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the shareholder should also contact Scudder Investments Service Company, the Fund’s transfer agent (the “Transfer Agent”), at (800) 294-4366, to report the lost or destroyed share certificates. The Transfer Agent will forward additional documentation which such shareholder must complete in order to

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effectively surrender such lost or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed certificates, but surrenders hereunder regarding such lost or destroyed certificates will be processed only after such documentation has been submitted to and approved by the Transfer Agent.

      4. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or number of Shares should be listed on a separate signed schedule attached hereto.

      5. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the column entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder, unless otherwise specified in the “Special Payment Instructions” or “Special Delivery Instructions” boxes in this Letter of Transmittal, as soon as practicable after the Repurchase Request Deadline. All Shares represented by certificates listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated.

      6. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

      (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) on the face of the certificates.

      (b) If any tendered Shares are held of record by two or more joint holders, ALL such holders must sign this Letter of Transmittal.

      (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of certificates.

      (d) If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made, or the certificates for Shares not tendered or repurchased are to be issued, to a person other than the registered holder(s), in which case the endorsements or signatures on the stock powers, as the case may be, must be signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

      (e) If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

      (f) If this Letter of Transmittal is signed by a person(s) other than the registered holder(s) of the certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the certificates. Signatures on such certificates of stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

      7. Securities Transfer Tax and Provisional Contribution on Financial Transactions. No securities transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all securities transfer taxes, if any, with respect to the transfer of Portfolio Securities to participating shareholders pursuant to the Offer. If, however, (in the circumstances permitted by the Fund’s Offer to Repurchase) Shares not tendered or not repurchased are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any securities transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

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      The Central Bank of Brazil considers the transfer of Portfolio Securities to participating shareholders to be a foreign exchange transaction and considers the repurchase to be a debit of Reais from a Brazilian bank account. Therefore, upon the transfer of the Portfolio Securities to participating shareholders, the fair market value of the Portfolio Securities will be subject to Provisional Contribution on Financial Transactions (“CPMF”) at a 0.38% rate, and the amount payable to each participating shareholder will be reduced accordingly.

      8. Tender of More than 8,120,644 Shares. If more than 8,120,644 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5, “Withdrawal Rights,” of the Offer to Repurchase), the Fund, subject to the conditions listed in Section 3, “Certain Conditions of the Offer,” of the Offer to Repurchase, will repurchase Shares from participating shareholders, in accordance with the terms and conditions specified in the Offer to Repurchase, on a pro rata basis (disregarding fractions), based upon the number of Shares duly tendered by or on behalf of each shareholder (and not timely withdrawn); provided, that the Fund will exclude from such pro rata reduction and will accept all Shares duly tendered by any shareholder who owns, beneficially or of record, an aggregate of not more than 99 Shares and who properly tenders all such Shares by means of this Letter of Transmittal. Certificates representing Shares tendered but not repurchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the participating shareholder. The Fund does not intend to increase the number of Shares offered for repurchase, even if more than 8,120,644 Shares are tendered by all shareholders in the aggregate.

      9. Special Payment and Delivery Instructions. If certificates for Shares not tendered or not repurchased are to be issued in the name of a person other than the person signing this Letter of Transmittal or if such certificates are to be sent to someone other than the person signing this Letter of Transmittal or to the person signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal should be completed.

      10. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in proper form or to refuse to accept for payment, repurchase, or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer, in whole or in part, or any defect or irregularity in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Fund, the Depositary, the Information Agent or any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Unless waived, any defects or irregularities must be cured within such time as the Fund shall determine.

      11. Requests for Assistance and Additional Copies. Requests for assistance should be directed to, and additional copies of the Offer to Repurchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent at the address set forth at the end of this Letter of Transmittal, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide shareholders, upon request, with a Certificate of Foreign Status (Form W-8 or other appropriate type of Form W-8).

      12. Backup Withholding. Each participating U.S. shareholder must provide the Depositary with the shareholder’s taxpayer identification number on the Substitute Form W-9 set forth in this Letter of Transmittal, with the required certifications being made under penalties of perjury. If the shareholder is an individual, the taxpayer identification number is his or her social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. FAILURE OF A PARTICIPATING U.S. SHAREHOLDER TO PROVIDE THE DEPOSITARY WITH A COMPLETED FORM W-9 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO REPURCHASE SUCH SHAREHOLDER’S SHARES.

13

      Each participating non-U.S. shareholder must submit a properly executed Certificate of Foreign Status (Form W-8BEN or other appropriate type of Form W-8 along with any required attachment, if any), signed under penalties of perjury, attesting to that person’s exempt status. Copies of Form W-8BEN are provided with this Letter of Transmittal. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html. FAILURE OF A PARTICIPATING NON-U.S. SHAREHOLDER TO PROVIDE THE DEPOSITARY WITH THE APPROPRIATE COMPLETED FORM W-8 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO REPURCHASE SUCH SHAREHOLDER’S SHARES.

      Shareholders are required to give the Depositary the taxpayer identification number of the record owner of the Shares. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9.

      13. Odd Lots. As described in Section 1, “Price; Number of Shares,” of the Offer to Repurchase, the Fund will repurchase Shares validly tendered and not properly withdrawn prior to the Expiration Date by any shareholder who owns beneficially or of record an aggregate of not more than 99 Shares and who tenders all such Shares by means of this Letter of Transmittal. This preference will not be available unless the item captioned “Odd Lots” is completed.

14

SUBSTITUTE (optional) FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Name  Address  Account number(s) (optional) Social security number OR Employer identification number Awaiting TIN [    ]
	PART 2 — Certification.
	UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
	1. The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and
	2. I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (‘IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	3. I am a U.S. person (including a U.S. resident alien).
	Certification Instruction. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return.
	Signature:  Date:

      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE A TAXPAYER IDENTIFICATION NUMBER BUT HAVE APPLIED OR WILL APPLY FOR A TAXPAYER IDENTIFICATION NUMBER AND HAVE NOT YET RECEIVED IT.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify, under penalties of perjury, that a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail to deliver such an application in the near future. I understand that if I do not provide a TIN within 60 days, 28% of all reportable payments made to me thereafter will be withheld until I provide a TIN.

Signature Date

NOTE:  FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

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      IMPORTANT: This Letter of Transmittal (together with certificates for Shares and all other required documents) or the Notice of Guaranteed Delivery must be received by the Depositary prior to 12:00 midnight, Eastern time on the Expiration Date, at the appropriate address set forth below:

	The Depositary for the Offer is:
	The Colbent Corporation
	By Registered, Certified or
By First Class Mail:	Express Mail or Overnight Courier:	By Hand:
The Colbent Corporation	The Colbent Corporation	The Colbent Corporation
Attn: Corporate Actions	Attn: Corporate Actions	Attn: Corporate Actions
POB 859208	161 Bay State Drive	161 Bay State Drive
Braintree, MA 02185-9208	Braintree, MA 02184	Braintree, MA 02184

      Questions or requests for assistance or for additional copies of this Letter of Transmittal, the Offer to Repurchase, the Notice of Guaranteed Delivery and other accompanying materials may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.

17 State Street

New York, NY 10004

Toll Free: (800) 366-2167

Call Collect: (212) 440-9800

EX-99.A.1.III

OFFER TO REPURCHASE

up to 8,120,644 of the Issued and Outstanding Shares of Common Stock

of

The Brazil Fund, Inc.

at 98% of Net Asset Value Per Share

by

The Brazil Fund, Inc.

in Exchange for Portfolio Securities of the Brazil Fund, Inc.

THE OFFER TO REPURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME ON AUGUST 25, 2005, UNLESS THE OFFER IS EXTENDED.

THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO REPURCHASE DATED JULY 28, 2005 AND IN THE LETTER OF TRANSMITTAL DATED JULY 28, 2005.

July 28, 2005

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

      We are enclosing herewith the material listed below relating to the offer of The Brazil Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), to repurchase up to 8,120,644 (approximately 50%) of its issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”). As of July 26, 2005, 16,241,288 Shares were outstanding. The offer is to purchase Shares in exchange for a pro rata portion of the Fund’s portfolio securities (other than securities that are not publicly traded, which would need to be registered under the Securities Act of 1933, as amended, if distributed in the repurchase, that may not be held other than by Brazilian holders, or that involve the assumption of contractual obligations or trading restrictions) (the “Portfolio Securities”) held in the Fund’s investment portfolio, subject to adjustment for fractional shares and odd lots, at a price equal to 98% of the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the Shares are traded, on the business day after the day the offer expires. The offer is being made upon the terms and subject to the conditions set forth in the Offer to Repurchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

      We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge shareholders a fee for soliciting tenders for Shares pursuant to the Offer. The Fund will also, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 7, “Securities Transfer Tax,” of the Letter of Transmittal. HOWEVER, BACKUP WITHHOLDING AT A 28% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 14, “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES,” OF THE OFFER TO REPURCHASE AND INSTRUCTION 12, “BACKUP WITHHOLDING,” OF THE LETTER OF TRANSMITTAL.

      For your information and for forwarding to your clients, we are enclosing the following documents:

      1. The Offer to Repurchase dated July 28, 2005;

      2. The Letter of Transmittal for your use and to be provided to your clients;

      3. Notice of Guaranteed Delivery;

4.  Form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and

      5. Return envelope addressed to The Colbent Corporation (the “Depositary”).

      The Offer is not being made to, nor will the Fund accept tender of Shares from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction.

      As described in the Offer to Repurchase under Section 4, “Procedures for Tendering Shares for Repurchase,” tenders may be made without the concurrent deposit of stock certificates if: (a) such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch, or agency in the United States; and (b) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at a Book-Entry Transfer Facility (as defined in the Letter of Transmittal)), together with a properly completed and duly executed Letter of Transmittal, and all other documents required by the Letter of Transmittal, are received by the Depositary within three business days after receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery.

      AS DESCRIBED IN THE OFFER, THE FUND WILL, IF THE OFFER IS COMPLETED, REPURCHASE ALL SHARES FROM SHAREHOLDERS WHO OWN BENEFICIALLY OR OF RECORD AN AGGREGATE OF NOT MORE THAN 99 SHARES AND TENDER ALL OF THEIR SHARES. IF SUCH A TENDER IS MADE BY A BROKER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR BENEFICIAL OWNER(S) OF SHARES WITH RESPECT TO WHICH IT IS THE RECORD HOLDER, SUCH BROKER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST REPRESENT AND WARRANT IN THE LETTER OF TRANSMITTAL THAT IT BELIEVES, BASED UPON REPRESENTATIONS MADE TO IT BY SUCH BENEFICIAL OWNER(S), THAT EACH SUCH PERSON OWNS NOT MORE THAN 99 SHARES AND IS TENDERING ALL OF SUCH SHARES.

      NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ANY SHARES.

      For additional information or copies of the enclosed material, please contact Georgeson Shareholder Communications Inc. (the “Information Agent”) at (212) 440-9800 or (800) 366-2167.

Very truly yours,

The Brazil Fund, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE BRAZIL FUND, INC., THE INFORMATION AGENT, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.

2 EX-99.A.1.IV 5 y10943iexv99waw1wiv.htm EX-99.A.1.IV: FORM OF NOTICE OF GUARANTEED DELIVERY

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF SHARES OF COMMON STOCK OF

THE BRAZIL FUND, INC.

         This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a shareholder’s certificates for shares of common stock, par value $0.01 per share (the “Shares”) of The Brazil Fund, Inc., are not immediately available or time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 12:00 midnight, Eastern time on the Expiration Date of the Offer. The “Expiration Date” of the Offer is August 25, 2005, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case “Expiration Date” shall mean the last date the Offer, as so extended by the Fund, shall expire. This form may be delivered by hand or overnight courier or transmitted by facsimile transmission or mail to the Depositary at the appropriate address set forth below and must be received by the Depositary on or before the Expiration Date. See Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase dated July 28, 2005 (the “Offer to Repurchase”).

The Depositary:

The Colbent Corporation

By First Class Mail:	By Registered, Certified or Express Mail or Overnight Courier:	By Hand:
The Colbent Corporation Attn: Corporate Actions POB 859208 Braintree, MA 02185-9208	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS

OTHER THAN THOSE SHOWN ABOVE DOES NOT

CONSTITUTE A VALID DELIVERY

Ladies and Gentlemen:

      The undersigned hereby tenders to The Brazil Fund, Inc. (the “Fund”), upon the terms and subject to the conditions set forth in its Offer to Repurchase, dated July 28, 2005 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares specified below and all Shares that may be held in the name(s) of the registered holder(s) by the Fund’s transfer agent pursuant to the dividend reinvestment plan pursuant to the guaranteed delivery procedures set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase.

Number of Shares Tendered:

________________________________________________________________________________

Certificate Nos. (if available):	Name(s) of Record Holder(s):
	Address:
If Shares will be tendered by book-entry transfer to The Depository Trust Company, please check box: o The Depository Trust Company Account Number:	Area Code and Telephone Number:
	Taxpayer Identification (Social Security) Number:
The undersigned also tenders all uncertified Shares that may be held in the name(s) of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan: o  Yes     o No (Note: If neither of these boxes is checked, any such uncertificated Shares will NOT be tendered.)
Dated:                                         , 2005	Signature

YOU MUST PROVIDE THE INFORMATION REQUESTED ABOVE. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE REPURCHASE REQUEST WHICH WILL MEAN THE FUND CANNOT REPURCHASE YOUR SHARES.

2

Shareholder Accounts:

Brazilian Accounts:

Name of custodian (omnibus account holder — applicable only to holders of passenger accounts): 

Address, City and Zip Code of custodian: 

Name of Brazilian subcustodian (Brazilian financial institution): 

Address, City and Zip Code of Brazilian subcustodian: 

Account No. of passenger or proprietary account: 

Name of account holder (tendering shareholder): 

CVM Code: 

YOU MUST PROVIDE THE INFORMATION REQUESTED ABOVE. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE REPURCHASE REQUEST WHICH WILL MEAN THE FUND CANNOT REPURCHASE YOUR SHARES.

3

GUARANTEE

          The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States, hereby: (a) guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer (or tender shares pursuant to the procedure for book-entry transfer) into the Depositary’s account at The Depository Trust Company, together with (i) a properly completed and duly executed Letter of Transmittal with any required signature guarantees and (ii) other required documents, within three business days after the Expiration Date of the Offer; and (b) represents that such tender of Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended.

Name of Firm: 

(Please Print)

Authorized Signature: 

Name: 

(Please Print)

Title: 

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

Dated: 

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.

YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

4 EX-99.A.1.V 6 y10943iexv99waw1wv.htm EX-99.A.1.V: FORM OF LETTER TO CLIENTS

EXHIBIT (A)(1)(v)

OFFER TO REPURCHASE

up to 8,120,644 of the Issued and Outstanding Shares of Common Stock

of

The Brazil Fund, Inc.

at 98% of Net Asset Value Per Share

by

The Brazil Fund, Inc.

in Exchange for Portfolio Securities of The Brazil Fund, Inc.

THE OFFER TO REPURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME ON AUGUST 25, 2005, UNLESS THE OFFER IS EXTENDED.

THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED IN THE OFFER TO REPURCHASE DATED JULY 28, 2005 AND IN THE LETTER OF TRANSMITTAL DATED JULY 28, 2005.

To Our Clients:

      Enclosed for your consideration is the Offer to Repurchase, dated July 28, 2005 (the “Offer to Repurchase”), of The Brazil Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), and a related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), pursuant to which the Fund is offering to repurchase up to 8,120,644 (approximately 50%) of its issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”). As of July 26, 2005, 16,241,288 Shares were outstanding. The offer is to purchase Shares in exchange for a pro rata portion of the Fund’s portfolio securities (other than securities that are not publicly traded, which would need to be registered under the Securities Act of 1933, as amended, if distributed in the repurchase, that may not be held other than by Brazilian holders, or that involve the assumption of contractual obligations or trading restrictions) (the “Portfolio Securities”) held in the Fund’s investment portfolio, subject to adjustment for fractional shares and odd lots, at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market in which the Shares are traded, on the business day after the day the offer expires (the “Repurchase Pricing Date”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Repurchase and the related Letter of Transmittal. The Offer will expire on August 25, 2005 (the “Expiration Date”) at 12:00 midnight, Eastern time, unless extended.

      The Offer to Repurchase and the Letter of Transmittal are being forwarded to you for your information only and cannot be used by you to tender Shares held by us for your account. We are the holder of record of Shares held for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.

      Your attention is called to the following:

      (1) The purchase price to be paid for the Shares is an amount per Share equal to a pro rata portion of the Fund’s Portfolio Securities, subject to adjustment for fractional shares and odd lots, at a price equal to 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE on the Repurchase Pricing Date.

      (2) The Offer is not conditioned upon any minimum number of Shares being tendered.

      (3) Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to 12:00 midnight, Eastern time on the Expiration Date.

      (4) No fees or commission will be payable to the Fund in connection with the Offer. Except as mandated in Instruction 7, “Securities Transfer Tax and Provisional Contribution on Financial Transactions,” of the Letter of Transmittal, the Fund will pay any securities transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. However, a broker, dealer or other person may charge a fee for processing the transactions on behalf of shareholders.

      (5) Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

      An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.

      The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

      NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING MATERIALS CAREFULLY.

Very Truly Yours,

The Brazil Fund, Inc.

2

INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated July 28, 2005, relating to The Brazil Fund, Inc. (the “Fund”), to purchase up to 8,120,644 shares of its issued and outstanding common stock, par value $0.01 per share (the “Shares”).

      This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer that you have furnished to the undersigned.

AGGREGATE NUMBER OF SHARES TO BE TENDERED:

                     SHARES

ENTER NUMBER OF SHARES TO BE TENDERED.

ODD LOTS

      This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of not more than 99 Shares. The undersigned:

o  Is the beneficial or record owner of an aggregate of not more than 99 Shares, all of which are being tendered; and, hereby represents that the above indicated information is true and correct as to the undersigned.

SIGN HERE

Account Number:	Signature:
Dated:

Please print name(s) and address(es)

Daytime Area Code and Tel. No.

Taxpayer Identification No. or Social Security No.

3

Instructions for Form

W-8BEN

(Rev. January 2003)

(Use with the December 2000 revision of Form W-8BEN.)

Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding

Section references are to the Internal Revenue Code unless otherwise noted.

General Instructions

Note: For definitions of terms used throughout these instructions, see Definitions on pages 2 and 3.

A change to note. We added Nonresident alien who becomes a resident alien to the instructions for line 10 on page 5. This new section requires the use of Form W-9 in certain circumstances. See page 5 for details.

Purpose of form. Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of:

•  Interest (including certain original issue discount (OID));

•  Dividends;

•  Rents;

•  Royalties;

•  Premiums;

•  Annuities;

•  Compensation for, or in expectation of, services performed;

•  Substitute payments in a securities lending transaction; or

•  Other fixed or determinable annual or periodical gains, profits, or income.

    This tax is imposed on the gross amount paid and is generally collected by withholding on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner.

    If you receive certain types of income, you must provide Form W-8BEN to:

•  Establish that you are not a U.S. person;

•  Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided; and

•  If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.

    You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding for certain types of income that are not subject to foreign-person withholding. Such income includes:

•  Broker proceeds.

•  Short-term (183 days or less) original issue discount (OID).

•  Bank deposit interest.

•  Foreign source interest, dividends, rents, or royalties.

•  Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or big-6 wheel.

    You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States.

    A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source.

    Provide Form W-8BEN to the withholding agent or payer before income is paid or credited to you. Failure to provide a Form W-8BEN when requested may lead to withholding at a 30% rate (foreign-person withholding) or the backup withholding rate.

Note: For additional information and instructions for the withholding agent, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Who must file. You must give Form W-8BEN to the withholding agent or payer if you are a foreign person and you are the beneficial owner of an amount subject to withholding. Submit Form W-8BEN when requested by the withholding agent or payer whether or not you are claiming a reduced rate of, or exemption from, withholding.

    Do not use Form W-8BEN if:

•  You are a U.S. citizen (even if you reside outside the United States) or other U.S. person (including a resident alien individual). Instead, use Form W-9, Request for Taxpayer Identification Number and Certification.

•  You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9.

•  You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provide Form 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, or Form W-4, Employee’s Withholding Allowance Certificate.

•  You are receiving income that is effectively connected with the conduct of a trade or business in the United States. Instead, provide Form W-8ECI, Certificate of Foreign Person’s Claim for Exemption From Withholding

on Income Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. See Change in circumstances below.

•  You are filing for a foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming the applicability of section 115(2), 501(c), 892, 895, or 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim you are a foreign person exempt from backup withholding. You should use Form W-8ECI if you received effectively connected income (for example, income from commercial activities).

•  You are a foreign flow-through entity, other than a hybrid entity, claiming treaty benefits. Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner, beneficiary, or owner of a flow-through entity and you are not yourself a flow-through entity, you may be required to furnish a Form W-8BEN to the flow-through entity.

•  You are a reverse hybrid entity transmitting beneficial owner documentation provided by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY.

•  You are a withholding foreign partnership or a withholding foreign trust. A withholding foreign partnership or a withholding foreign trust is a foreign partnership or trust that has entered into a withholding agreement with the IRS under which it agrees to assume primary withholding responsibility for each partner’s, beneficiary’s, or owner’s distributive share of income subject to withholding that is paid to the partnership or trust. Instead, provide Form W-8IMY.

•  You are acting as an intermediary (that is, acting not for your own account, but for the account of others as an agent, nominee, or custodian). Instead, provide Form W-8IMY.

Giving Form W-8BEN to the withholding agent. Do not send Form W-8BEN to the IRS. Instead, give it to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment or who credits your account. Give Form W-8BEN to the person requesting it before the payment is made to you or credited to your account. If you do not provide this form, the withholding agent may have to withhold at a 30% rate (foreign-person withholding) or backup withholding rate. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W-8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent.

Note: If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person if Forms W-8BEN are provided by all of the owners. If the withholding agent receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person.

Change in circumstances. If a change in circumstances makes any information on the Form W-8BEN you have submitted incorrect, you must notify the withholding agent or payer within 30 days of the change in circumstances and you must file a new Form W-8BEN or other appropriate form.

    If you use Form W-8BEN to certify that you are a foreign person, a change of address to an address in the United States is a change in circumstances. Generally, a change of address within the same foreign country or to another foreign country is not a change in circumstances. However, if you use Form W-8BEN to claim treaty benefits, a move to the United States or outside the country where you have been claiming treaty benefits is a change in circumstances. In that case, you must notify the withholding agent or payer within 30 days of the move.

    If you become a U.S. citizen or resident after you submit Form W-8BEN, you are no longer subject to the 30% foreign-person withholding rate. You must notify the withholding agent or payer within 30 days of becoming a U.S. citizen or resident. You may be required to provide a Form W-9. For more information, see Form W-9 and instructions.

Expiration of Form W-8BEN. Generally, a Form W-8BEN provided without a U.S. taxpayer identification number (TIN) will remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. For example, a Form W-8BEN signed on September 30, 2003, remains valid through December 31, 2006. A Form W-8BEN furnished with a U.S. TIN will remain in effect until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to the beneficial owner who provided the Form W-8BEN. See the instructions for line 6 on page 4 for circumstances under which you must provide a U.S. TIN.

Definitions

Beneficial owner. For payments other than those for which a reduced rate of withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under U.S. tax principles to include the income in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the payment were income.

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    Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of income paid to a foreign partnership are generally the partners in the partnership, provided that the partner is not itself a partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of income paid to a foreign simple trust (that is, a foreign trust that is described in section 651(a)) are generally the beneficiaries of the trust, if the beneficiary is not a foreign partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of a foreign grantor trust (that is, a foreign trust to the extent that all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679) are the persons treated as the owners of the trust. The beneficial owners of income paid to a foreign complex trust (that is, a foreign trust that is not a foreign simple trust or foreign grantor trust) is the trust itself.

    The beneficial owner of income paid to a foreign estate is the estate itself.

Note: A payment to a U.S. partnership, U.S. trust, or U.S. estate is treated as a payment to a U.S. payee that is not subject to 30% foreign-person withholding. A U.S. partnership, trust, or estate should provide the withholding agent with a Form W-9.

Foreign person. A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person.

Nonresident alien individual. Any individual who is not a citizen or resident of the United States is a nonresident alien individual. An alien individual meeting either the “green card test” or the “substantial presence test” for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status.

Note: Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (for example, filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages.

Flow-through entity. A flow-through entity is a foreign partnership (other than a withholding foreign partnership), a foreign simple or foreign grantor trust (other than a withholding foreign trust), or, for payments for which a reduced rate of withholding is claimed under an income tax treaty, any entity to the extent the entity is considered to be fiscally transparent (see below) with respect to the payment by an interest holder’s jurisdiction.

Hybrid entity. A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent by a country with which the United States has an income tax treaty. Hybrid entity status is relevant for claiming treaty benefits. See the instructions for line 9c on page 5.

Reverse hybrid entity. A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the United States has an income tax treaty. See the instructions for line 9c on page 5.

Fiscally transparent entity. An entity is treated as fiscally transparent with respect to an item of income for which treaty benefits are claimed to the extent that the interest holders in the entity must, on a current basis, take into account separately their shares of an item of income paid to the entity, whether or not distributed, and must determine the character of the items of income as if they were realized directly from the sources from which realized by the entity. For example, partnerships, common trust funds, and simple trusts or grantor trusts are generally considered to be fiscally transparent with respect to items of income received by them.

Disregarded entity. A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner.

Amounts subject to withholding. Generally, an amount subject to withholding is an amount from sources within the United States that is fixed or determinable annual or periodical (FDAP) income. FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and compensation. FDAP income does not include most gains from the sale of property (including market discount and option premiums).

Withholding agent. Any person, U.S. or foreign, that has control, receipt, or custody of an amount subject to withholding or who can disburse or make payments of an amount subject to withholding is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity, including (but not limited to) any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies. Generally, the person who pays (or causes to be paid) the amount subject to withholding to the foreign person (or to its agent) must withhold.

Specific Instructions

Note: A hybrid entity should give Form W-8BEN to a withholding agent only for income for which it is claiming a reduced rate of withholding under an income tax treaty. A reverse hybrid entity should give Form W-8BEN to a

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withholding agent only for income for which no treaty benefit is being claimed.

Part I

Line 1. Enter your name. If you are a disregarded entity with a single owner who is a foreign person and you are not claiming treaty benefits as a hybrid entity, this form should be completed and signed by your foreign single owner. If the account to which a payment is made or credited is in the name of the disregarded entity, the foreign single owner should inform the withholding agent of this fact. This may be done by including the name and account number of the disregarded entity on line 8 (reference number) of the form. However, if you are a disregarded entity that is claiming treaty benefits as a hybrid entity, this form should be completed and signed by you.

Line 2. If you are a corporation, enter the country of incorporation. If you are another type of entity, enter the country under whose laws you are created, organized, or governed. If you are an individual, enter N/A (for “not applicable”).

Line 3. Check the one box that applies. By checking a box, you are representing that you qualify for this classification. You must check the box that represents your classification (for example, corporation, partnership, trust, estate, etc.) under U.S. tax principles. Do not check the box that describes your status under the law of the treaty country. If you are a partnership or disregarded entity receiving a payment for which treaty benefits are being claimed, you must check the “Partnership” or “Disregarded entity” box. If you are a sole proprietor, check the “Individual” box, not the “Disregarded entity” box.

Only entities that are tax-exempt under section 501 should check the “Tax-exempt organizations” box. Such organizations should use Form W-8BEN only if they are claiming a reduced rate of withholding under an income tax treaty or some code exception other than section 501. Use Form W-8EXP if you are claiming an exemption from withholding under section 501.

Line 4. Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country’s income tax. If you are giving Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty. Do not show the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you are an individual who does not have a tax residence in any country, your permanent residence is where you normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office.

Line 5. Enter your mailing address only if it is different from the address you show on line 4.

Line 6. If you are an individual, you are generally required to enter your social security number (SSN). To apply for an SSN, get Form SS-5 from a Social Security Administration (SSA) office or, if in the United States, you may call the SSA at 1-800-772-1213. Fill in Form SS-5 and return it to the SSA.

    If you do not have an SSN and are not eligible to get one, you must get an individual taxpayer identification number (ITIN). To apply for an ITIN, file Form W-7 with the IRS. It usually takes 4-6 weeks to get an ITIN.

Note: An ITIN is for tax use only. It does not entitle you to social security benefits or change your employment or immigration status under U.S. law.

    If you are not an individual or you are an individual who is an employer or who is engaged in a U.S. trade or business as a sole proprietor, you must enter an employer identification number (EIN). If you do not have an EIN, you should apply for one on Form SS-4, Application for Employer Identification Number. If you are a disregarded entity claiming treaty benefits as a hybrid entity, enter your EIN.

    You must provide a U.S. taxpayer identification number (TIN) if you are:

    1. Claiming an exemption from withholding under section 871(f) for certain annuities received under qualified plans, or

    2. A foreign grantor trust with 5 or fewer grantors, or

    3. Claiming benefits under an income tax treaty.

    However, a U.S. TIN is not required to be shown in order to claim treaty benefits on the following items of income:

•   Dividends and interest from stocks and debt obligations that are actively traded;

•   Dividends from any redeemable security issued by an investment company registered under the Investment Company Act of 1940 (mutual fund);

•   Dividends, interest, or royalties from units of beneficial interest in a unit investment trust that are (or were upon issuance) publicly offered and are registered with the SEC under the Securities Act of 1933; and

•   Income related to loans of any of the above securities.

Note: You may want to obtain and provide a U.S. TIN on Form W-8BEN even though it is not required. A Form W-8BEN containing a U.S. TIN remains valid for as long as your status and the information relevant to the certifications you make on the form remain unchanged provided at least one payment is reported to you annually on Form 1042-S.

Line 7. If your country of residence for tax purposes has issued you a tax identifying number, enter it here. For example, if you are a resident of Canada, enter your Social Insurance Number.

Line 8. This line may be used by the filer of Form W-8BEN or by the withholding agent to whom it is provided to include any referencing information that is useful to the withholding agent in carrying out its obligations. For example, withholding agents who are required to associate the Form W-8BEN with a particular Form W-8IMY may want to use line 8 for a referencing number or code that will make the association clear. A beneficial owner may use line 8 to include the number of the account for which he or she is providing the form. A foreign single owner of a disregarded entity may use

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line 8 to inform the withholding agent that the account to which a payment is made or credited is in the name of the disregarded entity (see instructions for line 1 starting on page 3).

Part II

Line 9a. Enter the country where you claim to be a resident for income tax treaty purposes. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty.

Line 9b. If you are claiming benefits under an income tax treaty, you must have a U.S. TIN unless one of the exceptions listed in the line 6 instructions above applies.

Line 9c. An entity (but not an individual) that is claiming a reduced rate of withholding under an income tax treaty must represent that it (a) derives the item of income for which the treaty benefit is claimed and (b) meets the limitation on benefits provisions contained in the treaty, if any.

    An item of income may be derived by either the entity receiving the item of income or by the interest holders in the entity or, in certain circumstances, both. An item of income paid to an entity is considered to be derived by the entity only if the entity is not fiscally transparent under the laws of the entity’s jurisdiction with respect to the item of income. An item of income paid to an entity shall be considered to be derived by the interest holder in the entity only if (a) the interest holder is not fiscally transparent in its jurisdiction with respect to the item of income and (b) the entity is considered to be fiscally transparent under the laws of the interest holder’s jurisdiction with respect to the item of income. An item of income paid directly to a type of entity specifically identified in a treaty as a resident of a treaty jurisdiction is treated as derived by a resident of that treaty jurisdiction.

    If an entity is claiming treaty benefits on its own behalf, it should complete Form W-8BEN. If an interest holder in an entity that is considered fiscally transparent in the interest holder’s jurisdiction is claiming a treaty benefit, the interest holder should complete Form W-8BEN on its own behalf and the fiscally transparent entity should associate the interest holder’s Form W-8BEN with a Form W-8IMY completed by the entity.

Note: An income tax treaty may not apply to reduce the amount of any tax on an item of income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on an item of income received from U.S. sources by the corporation.

    To determine whether an entity meets the limitation on benefits provisions of a treaty, you must consult the specific provisions or articles under the treaties. Income tax treaties are available on the IRS Web Site at www.irs.gov.

Note: If you are an entity that derives the income as a resident of a treaty country, you may check this box if the applicable income tax treaty does not contain a “limitation on benefits” provision.

Line 9d. If you are a foreign corporation claiming treaty benefits under an income tax treaty that entered into force before January 1, 1987 (and has not been renegotiated) on (a) U.S. source dividends paid to you by another foreign corporation or (b) U.S. source interest paid to you by a U.S. trade or business of another foreign corporation, you must generally be a “qualified resident” of a treaty country. See section 884 for the definition of interest paid by a U.S. trade or business of a foreign corporation (“branch interest”) and other applicable rules.

    In general, a foreign corporation is a qualified resident of a country if one or more of the following applies:

•   It meets a 50% ownership and base erosion test.

•   It is primarily and regularly traded on an established securities market in its country of residence or the United States.

•   It carries on an active trade or business in its country of residence.

•   It gets a ruling from the IRS that it is a qualified resident.

    See Regulations section 1.884-5 for the requirements that must be met to satisfy each of these tests.

If you are claiming treaty benefits under an income tax treaty entered into force after December 31, 1986, do not check box 9d. Instead, check box 9c.

Line 9e. Check this box if you are related to the withholding agent within the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year exceeds $500,000. Additionally, you must file Form 8833, Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b).

Line 10

Line 10 must be used only if you are claiming treaty benefits that require that you meet conditions not covered by the representations you make in lines 9a through 9e. However, this line should always be completed by foreign students and researchers claiming treaty benefits. See Scholarship and fellowship grants below for more information.

    Additional examples of persons who should complete this line are:

    1. Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Mexico, Germany, and the Netherlands.

    2. Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock.

    3. Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties.

    This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty.

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Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. The individual must use Form W-9 to claim the tax treaty benefit. See the instructions for Form W-9 for more information. Also see Nonresident alien student or researcher who becomes a resident alien on page 6 for an example.

Scholarship and fellowship grants. A nonresident alien student (including a trainee or business apprentice) or researcher who receives noncompensatory scholarship or fellowship income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is required unless a treaty benefit is being claimed. A nonresident alien student or researcher who receives compensatory scholarship or fellowship income must use Form 8233 to claim any benefits of a tax treaty that apply to that income. The student or researcher must use Form W-4 for any part of such income for which he or she is not claiming a tax treaty withholding exemption. Do not use Form W-8BEN for compensatory scholarship or fellowship income. See Compensation for Dependent Personal Services in the Instructions for Form 8233.

Note: If you are a nonresident alien individual who received noncompensatory scholarship or fellowship income and personal services income (including compensatory scholarship or fellowship income) from the same withholding agent, you may use Form 8233 to claim a tax treaty withholding exemption for part or all of both types of income.

    Completing lines 4 and 9a. Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States.

    Completing line 10. You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty.

Nonresident alien student or researcher who becomes a resident alien. You must use Form W-9 to claim an exception to a saving clause. See Nonresident alien who becomes a resident alien on page 5 for a general explanation of saving clauses and exceptions to them.

    Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would complete Form W-9.

Part III

If you check this box, you must provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade or business in the United States. You should update this statement as often as necessary. A new Form W-8BEN is not required for each update provided the form otherwise remains valid.

Part IV

Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner. If Form W-8BEN is completed by an agent acting under a duly authorized power of attorney, the form must be accompanied by the power of attorney in proper form or a copy thereof specifically authorizing the agent to represent the principal in making, executing, and presenting the form. Form 2848, Power of Attorney and Declaration of Representative, may be used for this purpose. The agent, as well as the beneficial owner, may incur liability for the penalties provided for an erroneous, false, or fraudulent form.

Broker transactions or barter exchanges. Income from transactions with a broker or a barter exchange is subject to reporting rules and backup withholding unless Form W-8BEN or a substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person.

    You are an exempt foreign person for a calendar year in which: (a) you are a nonresident alien individual or a foreign corporation, partnership, estate, or trust; (b) you are an individual who has not been, and does not plan to be, present in the United States for a total of 183 days or more during the calendar year; and (c) you are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange.

Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to provide the information. We need it to ensure that you are

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complying with these laws and to allow us to figure and collect the right amount of tax.

    You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.

    The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping, 5 hr., 58 min.; Learning about the law or the form, 3 hr., 46 min.; Preparing and sending the form to IRS, 4 hr., 2 min.

    If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Tax Forms Committee, Western Area Distribution Center, Rancho Cordova, CA 95743-0001. Do not send Form W-8BEN to this office. Instead, give it to your withholding agent.

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Form W-8BEN

(Rev. December 2000)

Department of the Treasury
Internal Revenue Service Certificate of Foreign Status of Beneficial Owner

for United States Tax Withholding

- Section references are to the Internal Revenue Code.

- See separate instructions.

- Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621

Do not use this form for: Instead, use Form:

•  A U.S. citizen or other U.S. person, including a resident alien individual W-9

•  A person claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States W-8ECI

•  A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions) W-8ECI or W-8IMY

•  A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP

Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.

•  A person acting as an intermediary W-8IMY

Note: See instructions for additional exceptions.

 Part I         Identification of Beneficial Owner (See instructions.)

1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization

3	Type of beneficial owner:	o Individual	o Corporation	o Disregarded entity	o Partnershi	po  Simple trust
	o Grantor trust	o Complex trust	o Estate	o Government	o International organization
	o Central bank of issue	o Tax-exempt organization	o Private foundation

4	Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)
5	Mailing address (if different from above)
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)

6	U.S. taxpayer identification number, if required (see instructions)	7  Foreign tax identifying number, if any (optional)
	o SSN or ITIN o EIN
8	Reference number(s) (see instructions)

 Part II         Claim of Tax Treaty Benefits (if applicable)

9	I certify that (check all that apply):
a	o	The beneficial owner is a resident of             within the meaning of the income tax treaty between the United States and that country.
b	o	If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).
c	o	The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
d	o	The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).
e	o	The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.
10	Special rates and conditions (if applicable — see instructions): The beneficial owner is claiming the provisions of Article             of the treaty identified on line 9a above to claim a             % rate of withholding on (specify type of income):
	Explain the reasons the beneficial owner meets the terms of the treaty article:

 Part III         Notional Principal Contracts

11 o I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required.

 Part IV         Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

•   I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,

•   The beneficial owner is not a U.S. person,

•   The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty, and

•   For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Sign Here   -
	Signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)	Capacity in which acting

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 12-2000)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

What Name and Number to Give the Requester

Name

      If you are an individual, you must generally enter the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your Social Security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

      Sole Proprietor — You must enter your individual name as shown on your Social Security card. You may enter your business, trade or “doing business as” name on the business name line.

      Limited Liability Company (LLC) — If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations § 301.7701-3, enter the owner’s name. Enter the LLC’s name on the business name line. A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

      Other Entities — Enter the business name as shown on required federal income tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade or “doing business as” name on the business name line.

Taxpayer Identification Number (TIN)

      You must enter your taxpayer identification number in the appropriate box. If you are a resident alien and you do not have and are not eligible to get a Social Security number, your taxpayer identification number is your IRS individual identification number (ITIN). Enter it in the Social Security number box. If you do not have an individual taxpayer identification number, see How to Get a TIN below. If you are a sole proprietor and you have an employer identification number, you may enter either your Social Security number or employer identification number. However, using your employer identification number may result in unnecessary notices to the requester, and the IRS prefers that you use your Social Security number. If you are an LLC that is disregarded as an entity separate from its owner under Treasury regulations § 301.7701-3, and are owned by an individual, enter the owner’s Social Security number. If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s employer identification number. See the chart below for further clarification of name and TIN combinations.

      Social Security numbers (SSNs) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e. 00-0000000.

      The table below will help determine the number to give the requester.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

page 2

For this type of account:		Give Name and SSN of:
l.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(l)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. The so-called trust account that is not a legal or valid trust under state law	The actual owner(l)
5.	Sole proprietorship	The owner(3)

For this type of account:		Give Name and SSN of:
6.	A valid trust, estate or pension trust	Legal entity(4)
7.	Corporation	The corporation
8.	Association, club, religious, charitable, education or other tax-exempt organization	The organization
9.	Partnership	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:     If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

page 3

How to Get a TIN

If you do not have a taxpayer identification number, apply for one immediately. To apply for a Social Security number, get Form SS-5, Application for a Social Security Number Card, from your local Social Security Administration office. Get Form W-7 to apply for an individual taxpayer identification number or Form SS-4, Application for Employer Identification Number, to apply for an employer identification number. You can get Forms W-7 and SS-4 from the IRS.

If you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number, sign and date the form, and give it to the requester. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a taxpayer identification number and give it to the requester before you are subject to backup withholding. Other payments are subject to backup withholding without regard to the 60-day rule, until you provide your taxpayer identification number.

Note: Writing “Applied For” means that you have already applied for a taxpayer identification number or that you intend to apply for one soon.

Exemption From Backup Withholding

Payees Exempt From Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup withholding.

For interest and dividends, the following payees are exempt from backup withholding:

•  A corporation.

•  A financial institution.

•  An organization exempt from tax under section 501 (a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account (IRA) or a custodial account under section 403 (b) (7) of the Code if the account satisfies the requirements of section 401 (f) (2) of the Code.

•  The United States or any of its agencies or instrumentalities.

•  A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

•  A foreign government or any of its political subdivisions, agencies or instrumentalities.

•  An international organization or any of its agencies or instrumentalities.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584(a) of the Code.

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

•  A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

Payments Exempt From Backup Withholding

Dividends and patronage dividends that are generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under section 1441 of the Code.

•  Payments to partnerships not engaged in a trade of business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Payments made by an ESOP pursuant to section 404(k) of the Code.

Interest payments that are generally exempt from backup with-holding include:

•  Payment of interest on obligations issued by individuals. Note, however, that such a payment may be subject to backup with-holding if this interest is $600 or more and is paid in the course of the payer’s trade or business, and you have not provided your correct taxpayer identification number or you have provided an incorrect taxpayer identification number to the payer.

•  Payment of tax-exempt interest (including exempt-interest dividends under section 852 of the Code).

•  Payment described in section 6049(b) (5) of the Code to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451 of the Code.

•  Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041 A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and their regulations.

If you are exempt from backup withholding, you should still complete and file Substitute Form W-9 to avoid possible erroneous backup withholding. Enter your correct taxpayer identification number in Part I, write “Exempt” in Part II, and sign and date the form and return it to the requester.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed Form W-8, Certificate of Foreign Status.

Privacy Act Notice — Section 6109 of the Code requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28.0% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50.00 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500.00 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL

REVENUE SERVICE

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