SECOND DRAFT FOR DISCUSSION PURPOSE ONLY - MAY 2011- CONFIDENTIAL ISSUE # CONFIDENTIAL OFFERING MEMORANDUM [DATE] 2011 BHV OPPORTUNITES FUND SCA, SICAV-FIS Societe d'investissement a capital variable — fonds d'investissement spicialist NO APPLICATION FOR THE ADMISSION OF BHV OPPORTUNITIES FUND SCA, SICAV-FIS (THE "COMPANY") TO THE OFFICIAL LIST OF SPECIALISED INVESTMENT FUND (SW) HAS YET BEEN FILED WITH THE LUXEMBOURG REGULATORY AUTHORITY FOR THE FINANCIAL SECTOR, THE COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER (THE "CSSF"). THIS CONFIDENTIAL OFFERING MEMORANDUM IS A DRAFT FOR DISCUSSION PURPOSE ONLY AND MAY BE SUBJECT TO SIGNIFICANT AMENDMENTS. APPLICATIONS FOR SUBSCRIPTION WILL BE RESERVED TO WELL-INFORMED INVESTORS WHO/WHICH WILL HAVE TO MAKE THEIR OWN ASSESSMENT OF THE CONDITIONS OF THEIR PARTICIPATION IN THE COMPANY. HENCE, IT IS THE RESPONSIBILITY OF THE INVESTORS TO DETERMINE WHETHER A PARTICIPATION IN THE COMPANY IS SUITABLE FOR THEM OR NOT. 0095739-00000041U:4232950.2 EFTA_R1_02029622 EFTA02689873