-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SU19p4DanzZ7IuOmg5IeELrURdKxQ80afdsGCb+kswhCMl8T5jZ4iXiFkWfQ+xA4 SR12fU7uApY/rHIARHZ0Ww== 0000950152-05-005783.txt : 20050706 0000950152-05-005783.hdr.sgml : 20050706 20050706145812 ACCESSION NUMBER: 0000950152-05-005783 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 GROUP MEMBERS: BRUNO SANGLE-FERRIERE GROUP MEMBERS: CARROUSEL FUND LTD. GROUP MEMBERS: THE CARROUSEL FUND II LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAZIL FUND INC CENTRAL INDEX KEY: 0000820028 IRS NUMBER: 046576929 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39510 FILM NUMBER: 05940275 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 1-800-349-4281 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARROUSEL FUND LTD CENTRAL INDEX KEY: 0001227893 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WALKER HOUSE PO BOX 265GT MARY ST STREET 2: GEORGETOWN GRAND CAYMAN CITY: CAYMAN ISLANDS STATE: E9 ZIP: 00000 BUSINESS PHONE: 442078237044 MAIL ADDRESS: STREET 1: WALKER HOUSE PO BOX 265GT MARY ST STREET 2: GEORGETOWN GRAND CAYMAN CITY: CAYMAN ISLANDS STATE: E9 ZIP: 00000 SC 13D/A 1 l14801asc13dza.txt THE BRAZIL FUND/CARROUSEL CAPITAL AND GROUP MEMBERS SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 6)* The Brazil Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title and Class of Securities) 105759104 - -------------------------------------------------------------------------------- (CUSIP Number) Bruno Sangle-Ferriere Carrousel Capital Ltd. 203-205 Brampton Road London SW3 1LA +44 20 7823 7044 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 9 Pages) - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 2 OF 9 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carrousel Fund Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 484,600 OWNED BY -------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 484,600 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,600 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.98% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO; IV(1) - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- (1) Not registered under the Investment Company Act of 1940. - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 3 OF 9 PAGES - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Carrousel Fund II Limited - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 485,400 OWNED BY ------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 485,400 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 485,400 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.99% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO; IV(1) - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- (1) Not registered under the Investment Company Act of 1940. - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 4 OF 9 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carrousel Capital Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 970,185 OWNED BY --------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 970,185 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 970,185 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.97% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO; IA(1) - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------ (1) Not registered under the Investment Advisers Act of 1940. - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 5 OF 9 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruno Sangle-Ferriere - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 970,185 OWNED BY --------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 970,185 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 970,185 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.97% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 6 OF 9 PAGES - -------------------------------------------------------------------------------- This Amendment No. 6 to the Statement on Schedule 13D amends Items 4, 5, 6 and 7 of the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 5, 2004 and amended by Amendment No. 1 filed on May 7, 2004 (and filed on May 26, 2004 under the proper form type), Amendment No. 2 filed on May 26, 2004, Amendment No. 3 filed on September 27, 2004, Amendment No. 4 filed on October 24, 2004 and Amendment No. 5 filed on December 22, 2004 by the Carrousel Fund Ltd. ("Carrousel Fund I"), The Carrousel Fund II Limited ("Carrousel Fund II"), Carrousel Capital Ltd. ("Carrousel"), and Bruno Sangle-Ferriere ("Sangle-Ferriere" and, collectively with Carrousel Fund I, Carrousel Fund II and Carrousel Capital, the "Reporting Persons") with respect to the shares of common stock, $0.01 par value per share (the "Common Stock"), of The Brazil Fund, Inc., a Maryland corporation (the "Fund"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following: On June 30, 2005, in accordance with Section 2.11 of the Fund's Restated By-Laws, Carrousel sent a letter (the "2005 Nomination Letter") to the Fund to provide notice of its intent to nominate each of Francis Rupert Chad Lea, John Le Prevost, James Best and Gordon Muir-Carby for election as directors of the Fund at the Fund's 2005 Annual Meeting of Stockholders. Carrousel intends to nominate these individuals so that, if elected, the nominees can assist in the consummation of the measures announced by the Fund's board of directors in December 2004 and continue to look after the best interests of all remaining stockholders. As disclosed in the 2005 Nomination Letter, Francis Rupert Chad Lea is a financial consultant of MSS Capital; John Le Prevost is a managing director of Anson Group Limited; James Best is a financial consultant of Best & Company; and Gordon Muir-Carby is chairman of Muir & Co Ltd. The foregoing description of the 2005 Nomination Letter is not intended to be complete and is qualified in its entirety by the complete text of the 2005 Nomination Letter, which is filed as Exhibit A hereto and is incorporated herein by reference. Other than as set forth above, none of the Reporting Persons or, in the case of non-individual Reporting Persons, any of their directors or executive officers identified in Item 2, have any present plans or proposals which relate to or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D (although they reserve the right to develop any such plans or proposals). - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 7 OF 9 PAGES - -------------------------------------------------------------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety to read as follows: (a) As of the date hereof, Carrousel and Sangle-Ferriere beneficially own: (i) 185 shares of Common Stock, which represents less than 0.01% of the shares of Common Stock outstanding; (ii) 484,600 shares of Common Stock together with Carrousel Fund I, which represents approximately 2.98% of the shares of Common Stock outstanding; and (iii) 485,400 shares of Common Stock together with Carrousel Fund II, which represents approximately 2.99% of the shares of Common Stock outstanding. Previously, Carrousel and Sangle-Ferriere beneficially owned an additional 613,200 shares of Common Stock held in more than one discretionary account managed for an unaffiliated third party (the "Accounts"); however, the investment management agreement between Carrousel and the third party terminated effective June 29, 2005, and Carrousel and Sangle-Ferriere no longer have beneficial ownership of such shares. Accordingly, Carrousel and Sangle-Ferriere are, as of the date hereof, beneficial owners of an aggregate of 970,185 shares of Common Stock, constituting approximately 5.97% of the shares of Common Stock outstanding. To the knowledge of each of the Reporting Persons, no other person identified in Item 2 beneficially owns any shares of Common Stock. (b) As of the date hereof, Carrousel and Sangle-Ferriere: (i) have sole voting and dispository power with respect to 185 shares of Common Stock; and (ii) share the power to vote and dispose of 484,600 shares of Common Stock with Carrousel Fund I and 485,400 shares of Common Stock with Carrousel Fund II. Previously, Carrousel and Sangle-Ferriere had sole voting and dispository power with respect to an additional 613,200 shares of Common Stock held in the Accounts; however, the investment management agreement between Carrousel and the third party terminated effective June 29, 2005, and Carrousel and Sangle-Ferriere no longer have voting and/or dispository power with respect to such shares. Accordingly, Carrousel and Sangle-Ferriere, as of the date hereof, having voting power and dispositive power over an aggregate of 970,185 shares of Common Stock, constituting approximately 5.97% of the shares of Common Stock outstanding. To the knowledge of each of the Reporting Persons, no other person identified in Item 2 shares the power to vote or dispose of any shares of Common Stock. The information contained in Item 2 relating the persons identified in this Item 5(b) is incorporated by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and restated in its entirety to read as follows: Carrousel is the exclusive investment manager to Carrousel Fund I and Carrousel Fund II pursuant to certain agreements dated June 2003 and September 2003, respectively. Carrousel had managed the Accounts pursuant to that certain investment management agreement effective as of November 20, 2002. The investment management agreement was terminated effective June 29, 2005. - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 8 OF 9 PAGES - -------------------------------------------------------------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following: Exhibit A. Letter, dated June 30, 2005, from Carrousel Capital Ltd. to The Brazil Fund, Inc. - --------------------- ----------------------- CUSIP No. 105759104 SCHEDULE 13D PAGE 9 OF 9 PAGES - -------------------------------------------------------------------------------- SIGNATURE After reasonable 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. Dated: July 6, 2005 THE CARROUSEL FUND LTD. By: /s/ Bruno Sangle-Ferriere ----------------------------------- Name: Bruno Sangle-Ferriere Title: Attorney-in-fact THE CARROUSEL FUND II LIMITED By: /s/ Bruno Sangle-Ferriere ----------------------------------- Name: Bruno Sangle-Ferriere Title: Attorney-in-fact CARROUSEL CAPITAL LTD. By: /s/ Bruno Sangle-Ferriere ----------------------------------- Name: Bruno Sangle-Ferriere Title: Director /s/ Bruno Sangle-Ferrier ----------------------------------- Bruno Sangle-Ferrier EX-99.A 2 l14801aexv99wa.txt EXHIBIT 99.A Exhibit A CARROUSEL CAPITAL LTD. 203-205 Brompton Road London SW3 1LA England Tel: 44 20 7823 7044 Fax: 44 20 7591 3829 June 30, 2005 VIA HAND DELIVERY - ----------------- Mr. Bruce A. Rosenblum Secretary of The Brazil Fund, Inc. c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, New York 10154 RE: THE BRAZIL FUND, INC.: NOMINATION OF DIRECTORS Dear Mr. Rosenblum, In accordance with Section 2.11 of the Restated By-Laws of The Brazil Fund, Inc. (the "Fund"), Carrousel Capital Ltd. ("Carrousel") hereby notifies you of its intent to appear in person or by proxy to nominate the following persons for election as Directors at the Fund's 2005 Annual Meeting of Stockholders. 1. Francis Rupert Chad Lea 2. John Le Prevost 3. James Best 4. Gordon Muir-Carby ANNEX A hereto sets forth information concerning each such nominee that is required to be included in this notice pursuant to Section 2.11 of the Fund's By-Laws. Except as set forth in ANNEX A, no other information regarding the nominees is required pursuant to Regulation 14A promulgated under the Securities Act of 1934. Carrousel is the record holder of 185 shares of the Fund's Common Stock, and the beneficial owner of 970,185 shares of the Fund's Common Stock, as of June 30, 2005. Carrousel's address is 203-205 Brompton Road, London SW3 1LA England. Although Carrousel has no reason to believe that the above-named nominees will not serve if elected, Carrousel reserves the right to substitute any of the above-named nominees, prior to the 2005 Annual Meeting of Stockholders, with another nominee of Carrousel's choosing that possesses the requisite qualifications pursuant to the Fund's By-Laws. In that event, Carrousel will provide notice to you as soon as practicable. Carrousel reserves the right to increase the number of nominees it proposes in the event that more than five (5) directors will be elected at the Fund's 2005 Annual Meeting of Stockholders. Carrousel has entered into Indemnification Agreements with each of the nominees indemnifying each of them with respect to their nomination. Enclosed are executed letters from each of the above nominees consenting to being nominated for election as a Director of the Fund and to serving as a director of the Fund if elected at such meeting. If any further information is required concerning any of Carrousel's nominees, please do not hesitate to contact us. Sincerely, CARROUSEL CAPITAL LTD By: /s/ Bruno Sangle-Ferriere __________________________ Name: Bruno Sangle-Ferriere Title: Director ANNEX A NOMINEE INFORMATION FRANCIS RUPERT CHAD LEA Age: 47 years Business Address: 1 Bow Churchyard, London EC4M 9DQ, England Principal Occupation: Financial Consultant, MSS Capital Ltd Residence Address: Duxford Mill, Mill Lane, Duxford, Cambridge CB2 4PT, UK Beneficial Ownership of Shares of Common Stock of the Fund: None. Business Experience During the Last Five Years: Financial Consultant, MSS Capital Ltd, an investment adviser (2003-present); Sales Consultant, Laxey Partners (U.K.) Ltd, an investment management company (2000- 2003); Director, Head of Equities, Closed End Funds, ABN AMRO (1999-2000). Current Directorships: Thai Prime Fund Limited Other Information relating to the Nominee: Mr. Lea will not receive any compensation from Carrousel for his services as a director of the Fund. Mr. Lea has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. Mr. Lea is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Lea is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. Pursuant to a consultancy agreement, Lea Green Ltd. (an entity of which Mr. Lea is the sole beneficiary) has agreed to assist an affiliated entity of Carrousel in seeking to cause the Fund to take certain corporate actions with a view to enhancing shareholder value. JOHN Le PREVOST Age: 53 years Business Address: Anson House, Havilland Street, St Peter Port, Guernsey GY1 3GF Channel Islands Principal Occupation: Managing Director, Anson Group Limited Residence Address: Highbanks, Les Fauconnaires, St Peter Port, Guernsey GY6 8UG, Channel Islands Beneficial Ownership of Shares of Common Stock of the Fund: None Business Experience During the Last Five Years: Managing Director, Anson Group which provides structural advice, administration and registration services to all forms of collective investment schemes be they unit trusts, limited companies or limited partnerships; and either listed on a stock exchange or not (1998 to date). Current Directorships: Japanese Accelerated Performance Fund Limited Thai Prime Fund Limited The Close Man Hedge Fund Limited The Close Man Guaranteed Hedge Fund II Limited Guaranteed Investment Products 1 PCC Limited Harewood Structured Investment PCC Limited Close European Accelerated Fund Limited Other Information relating to the Nominee: Mr. Le Prevost will not receive any compensation from Carrousel for his services as a director of the Fund. Mr. Le Prevost has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. Mr. Le Prevost is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Le Prevost is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. JAMES BEST Age: 57 years Business Address: 63 Chandos Place, London WC2, England Principal Occupation: Financial Consultant, Best & Company Residence Address: Rossie Priory, Inchture, Pershire PH14 9SG, Scotland Beneficial Ownership of Shares of Common Stock of the Fund: None. Business Experience During the Last Five Years: Financial Consultant, Best & Company (2004 to present); Managing Director, UBS (2000-2004) Current Directorships: N/A Other Information relating to the Nominee: Mr. Best will not receive any compensation from Carrousel for his services as a director of the Fund. Mr. Best has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. Mr. Best is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Best is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. GORDON MUIR-CARBY Age: 49 Business Address: 1 Berkeley Street, London, W1J 8DS Principal Occupation: Chairman, Muir & Co Ltd Residence Address: 711 Spice Quay, London, England Beneficial Ownership of Shares of Common Stock of the Fund: None Business Experience During the Last Five Years: Chairman, Muir & Co Ltd (2003-present); Chairman, Metropol (UK) Ltd (2000-2003) Head of European Emerging Markets, HSBC (1997-2000). Current Directorships: N/A Other Information relating to the Nominee: Mr. Muir-Carby will not receive any compensation from Carrousel for his services as a director of the Fund. Mr. Muir-Carby has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. Mr. Muir-Carby is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Muir-Carby is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. -----END PRIVACY-ENHANCED MESSAGE-----