Common use of Miscellaneous 15 Clause in Contracts

Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 523,461.312 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 523,461.312 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 523,461.312 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of January 3, 1997, there was outstanding 1,046,922.625 Shares. As of December 31, 1996, there was approximately 53 holders of record of Shares. The Shares are not currently publicly traded. On January 3, 1997, the NAV per Share was $46.36. Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then current NAV. Any Shares acquired 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). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund.

Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 523,461.312 514,043.873 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 523,461.312 514,043.873 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 523,461.312 514,043.873 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of January 3April 4, 1997, there was were outstanding 1,046,922.625 1,028,087.747 Shares. As of December March 31, 19961997, there was were approximately 53 holders of record of Shares. The Shares are not currently publicly traded. On January 3April 4, 1997, the NAV per Share was $46.3659.52. Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then current NAV. Any Shares acquired 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). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund.

Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 523,461.312 495,569.509 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 523,461.312 495,569.509 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 523,461.312 495,569.509 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of January 35, 19971996, there was outstanding 1,046,922.625 991,139.018 Shares. As of December 31, 19961995, there was approximately 53 61 holders of record of Shares. The Shares are not currently publicly traded. On January 35, 19971996, the NAV per Share was $46.3638.53. Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then current NAV. Any Shares acquired 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). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund.

Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 523,461.312 290,439.697 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 523,461.312 290,439.697 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 523,461.312 290,439.697 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of January 3September 30, 19971995, there was were outstanding 1,046,922.625 Shares. As of December 31, 1996, 580,879.395 Shares and there was were approximately 53 65 holders of record of Shares. The Shares are not currently publicly traded. On January 3October 6, 19971995, the NAV per Share was $46.36. 72.07 Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then current NAV. Any Shares acquired 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). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund.