-----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, Mm2WtmAlTclxqwMx4GSILOMrMXqNBWyn4Oek1/DBz6Eo1zmpe8SyAwCoXqSk6TbD F5/4NIk5RXC7dGrL88ooBQ== 0000950152-05-009385.txt : 20051117 0000950152-05-009385.hdr.sgml : 20051117 20051117170827 ACCESSION NUMBER: 0000950152-05-009385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 GROUP MEMBERS: BRUNO SANGLE-FERRIERE GROUP MEMBERS: CARROUSEL CAPITAL 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: 051213288 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 l17073asc13dza.htm THE CARROUSEL FUND/THE BRAZIL FUND SC 13D/A The Carrousel Fund/The Brazil Fund SC 13D/A
 

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UNITED STATES
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. 5)*

The Brazil Fund, Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

105759104
(CUSIP Number)

Bruno Sanglé-Ferrière 
Carrousel Captial 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)

November 16, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Continued on following pages)
(Page 1 of 8 Pages)

 

             
CUSIP No. 105759104 Page 2 of 8 Pages
  1. Name of Reporting Person:
The Carrousel Fund Ltd.		 I.R.S. Identification Nos. of Above Persons (Entities Only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
478,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
478,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
0
  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
2.9%
  14.Type of Reporting Person (See Instructions):
CO; IV1

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
    1Not registered under the Investment Company Act of 1940.

 

             
CUSIP No. 105759104 Page 3 of 8 Pages
  1. Name of Reporting Person:
The Carrousel Fund II Limited		 I.R.S. Identification Nos. of Above Persons (Entities Only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
470,400
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
470,400
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
0
  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
2.9%
  14.Type of Reporting Person (See Instructions):
CO; IV1

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
    1Not registered under the Investment Company Act of 1940.

 

             
CUSIP No. 105759104 Page 4 of 8 Pages
  1. Name of Reporting Person:
Carrousel Capital Ltd.		 I.R.S. Identification Nos. of Above Persons (Entities Only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United Kingdom
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
949,485
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
949,485
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
949,485
  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
5.9%
  14.Type of Reporting Person (See Instructions):
CO; IV1

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
    1Not registered under the Investment Company Act of 1940.

 

             
CUSIP No. 105759104 Page 5 of 8 Pages
  1. Name of Reporting Person:
Bruno Sanglé-Ferrière 		 I.R.S. Identification Nos. of Above Persons (Entities Only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
France
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
949,485
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
949,485
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
949,485
  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
5.9%
  14.Type of Reporting Person (See Instructions):
IN

 

  CUSIP No. 105759104     Schedule 13D     Page 6 of 8 Pages  
 
Item 1.      Security and Issuer.
     This Amendment No. 5 to the statement on Schedule 13D amends Items 4 and 7 of the statement on Schedule 13D originally filed by: (a) The Carrousel Fund Ltd. (“Carrousel Fund I”), (b) The Carrousel Fund II Limited (“Carrousel Fund II”), (c) Carrousel Capital Ltd. (“Carrousel”), and (d) Bruno Sanglé-Ferrière (“Sanglé-Ferrière” and, collectively with Carrousel Fund I, Carrousel Fund II and Carrousel Capital, the “Reporting Persons”) with the Securities and Exchange Commission on September 16, 2005 and amended by Amendment No. 1 filed on October 21, 2005, Amendment No. 2 filed on November 7, 2005, Amendment No. 3 filed on November 9, 2005 and Amendment No. 4 filed on November 14, 2005, which relate to the shares of common stock, $0.01 par value per share, of The Brazil Fund, Inc., a Maryland corporation (the “Fund”). The principal executive offices of the Fund are located at 345 Park Avenue, New York, New York 10154.
Item 4.      Purpose of Transaction.
     Item 4 is hereby amended by adding the following:
     In response to the November 9th Letter sent by Carrousel, on November 11, 2005, the Fund sent a letter to Mr. Sanglé-Ferrière on behalf of Carrousel that stated that the Board of Directors of the Fund, as stated in the Fund’s announcement on October 28, 2005, amended the Fund’s By-Laws to change the date of the Annual Meeting pursuant to Article 7 of the Fund’s Articles of Incorporation. In addition, the Fund’s letter also stated that under Maryland law only the purposes stated in the notice of a special meeting may be considered at such meeting and therefore, the only purpose that can be considered at the special meeting on December 13, 2005 is the conversion of the Fund into an open-end investment company, not the election of the directors nominated by Carrousel.
     On November 16, 2005, in response to the Fund’s letter of November 11, 2005, Carrousel sent a letter to the Fund (the “November 16th Letter”) that identified the fact that the Fund’s announcement on October 28, 2005 did not state that the Board amended the Fund’s By-laws to change the date of the Annual Meeting pursuant to Article 7 of the Fund’s Articles of Incorporation. In addition, the November 16th Letter stated that if the amendment was made, the Fund has yet to file any such amendment to the By-laws with the U.S. Securities and Exchange Commission; accordingly, Carrousel does not have access to such amendment.
     The November 16th Letter also stated that the Fund’s By-laws explicitly provide that a stockholder may make nominations of candidates for election as directors at any meeting and that Carrousel’s nominations of candidates for election as directors at the upcoming Special Meeting were made in accordance with the By-laws. Consequently, Carrousel reasoned in the November 16th Letter that the Fund is obligated to ensure that Carrousel’s nominations of candidates for election as directors are considered at the Special Meeting and to provide updated notice to the Fund’s stockholders of Carrousel’s nominations.
     The foregoing description of the November 16th Letter is not intended to be complete and is qualified in its entirety by the complete text of the November 16th Letter, which is filed as Exhibit J 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 8 Pages  
 
Item 7. Material to be Filed As Exhibits.
     Item 7 is hereby amended by adding the following:
     
Exhibit J.
  Letter, dated November 16, 2005, from Carrousel Capital Ltd. to Robert J. Callander, Chairman of the Board of The Brazil Fund, Inc.

 

  CUSIP No. 105759104     Schedule 13D     Page 8 of 8 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: November 17, 2005
         
  THE CARROUSEL FUND LTD.
 		  
  By:   /s/ Bruno Sanglé-Ferrière    
    Name:   Bruno Sanglé-Ferrière   
    Title:   Attorney-in-fact   
 
  THE CARROUSEL FUND II LIMITED
 		  
  By:   /s/ Bruno Sanglé-Ferrière    
    Name:   Bruno Sanglé-Ferrière   
    Title:   Attorney-in-fact   
 
  CARROUSEL CAPITAL LTD.
 		  
  By:   /s/ Bruno Sanglé-Ferrière    
    Name:   Bruno Sanglé-Ferrière   
    Title:   Director   
 
     
     /s/ Bruno Sanglé-Ferrière    
    Bruno Sanglé-Ferrière   
       
 

 

EX-99.A 2 l17073aexv99wa.htm EX-99.A LETTER EX-99.1
 

EXHIBIT J
Carrousel Capital Ltd.
203-205 Brompton Road
London SW3 1LA England
Tel: +44 20 7823 7044 Fax: +44 20 7823 7062
16 November 2005
Robert J. Callander
Chairman of the Board
The Brazil Fund, Inc.
c/o Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, New York 10154
Dear Mr Callander,
We refer to your letter of November 11th, a copy of which we attach for your ease of reference.
Without prejudice to the issues raised in our letter of November 3rd, we would make the following points in response to your letter:
1.   The announcement made by the Board on October 28 does not, contrary to the statement made in your letter, state that the Board amended the Fund’s By-laws to change the date of the Annual Meeting pursuant to Article 7 of the Fund’s Articles of Incorporation. The Fund has yet to file any such amendment to the By-laws with the U.S. Securities and Exchange Commission; accordingly, we do not have access to such amendment. If an amendment has been made then we would ask for a copy to be sent to us forthwith and for details of the Directors attending the Board meeting in order that we may satisfy ourselves the amendment has been passed in accordance with the Articles.
 
2.   Section 2-504(f) of the Maryland General Corporation Law (the “MGCL”) provides that a Maryland corporation’s by-laws may require any stockholder proposing a nominee for election as a director, or any other matter for consideration at a stockholders’ meeting, to provide advance notice to the corporation. Section 2.11 of Article II of the Fund’s By-laws explicitly provides that a stockholder may make nominations of candidates for election as directors at any meeting. Our nominations of candidates for election as directors at the upcoming Special Meeting were made in accordance with Section 2.11 of the By-laws, based on the announcement of the Special Meeting made to Stockholders on October 28, and Section 2-504(f) of the MGCL. The Fund is therefore obligated to ensure that our nominations of candidates for election as directors are considered at the Special Meeting.
 
3.   The legal authorities that you cite are not relevant. Under the MGCL and the Fund’s By-laws, there is no mechanism for a stockholder of the Fund to give notice to other stockholders of an additional purpose of a Special Meeting. It is therefore implicit that the

 

 

    Fund is obligated to provide updated notice to the Fund’s stockholders of our nominations. Otherwise, Section 2.11 of the By-laws and Section 2-504(f) of the MGCL are flawed.
In view of the above, we would invite you to explain why you consider that the nominations of candidates for election as directors that we have made do not comply with Section 2.11 of the By-laws; failing this, we will expect that the Fund will provide an updated notice to the Fund’s stockholders and that our nominations to be considered at the Special Meeting of December 13.
Notwithstanding the above, we reserve our right to bring proceedings as regards the issues raised in our letter of November 3rd.
Sincerely yours
/s/ Bruno Sangle-Ferriere
Bruno Sangle-Ferriere

 

 

THE BRAZIL FUND, INC.
345 Park Avenue
New York, New York 10154
November 11, 2005
Carrousel Capital Ltd.
203-255 Brompton Road
London SW3 1LA
Attention: Mr. Bruno Sangle-Ferriere, Director
The Brazil Fund, Inc.
Dear Mr. Sangle-Ferriere:
     I am writing, on behalf of the Board of Directors of The Brazil Fund, Inc. (the “Fund ”) in response to the November 3, 2005 letter from Carrousel Capital Ltd. (“Carrousel”) to the Fund, requesting that the Fund’s Board hold the Fund’s annual meeting of stockholders in December 2005, and to Carrousel’s November 7, 2005 letter notifying the Fund of Carrousel’s intent to nominate three people as Directors at the Fund’s Special Meeting of Stockholders (the “Special Meeting”) to be held on December 13, 2005.
     Article Seven of the Fund’s Articles of Incorporation authorizes the Board of Directors of the Fund to change the date of the annual meeting of stockholders by amending the By-Laws of the Fund. The Board, as stated in its announcement on October 28, 2005, amended the Fund’s By-Laws to change the date of the annual meeting pursuant to Article Seven because it believes that holding the Special Meeting solely to vote on the proposal to convert the Fund into an open-end investment company will prevent stockholder distraction and allow stockholders to concentrate fully on the open-ending proposal — a proposal for which Carrousel has expressed support.
     Accordingly, as stated in the Notice of Special Meeting of Stockholders filed by the Fund with the Securities and Exchange Commission on November 4, 2005, the sole purpose of the Special Meeting is to consider a proposal to convert the Fund from a closed-end investment company to an open-end investment company.
     Maryland General Corporation Law §2-504(b)(2)(i) requires that the purposes of a special meeting of stockholders be stated in the notice of such meeting. Only such purposes as are included in the notice of the special meeting may be considered at the meeting “and nothing can be done beyond the specified objects.” See, e.g., James J.

 

 

Hanks Jr., Maryland Corporation Law §7.3 (Aspen Publishers, 2004 Supp.); Mutual Fire Ins. Co. v. Farquhar, 86 Md. 668, 671 (1898). Therefore, because the sole purpose of the Special Meeting is to consider a proposal to convert the Fund from a closed-end investment company to an open-end investment company, Carrousel’s purported nominations will not be considered at the Special Meeting.
     If stockholders do not approve the proposal to convert the Fund into an open-end investment company, an annual meeting of stockholders of the Fund will be held in June 2006, as required by Maryland law and the regulations of the NYSE. The nomination and election of directors would occur at this annual meeting.
Very truly yours,
/s/ Robert J. Callander

Robert J. Callander
Chairman of the Board
on behalf of the full Board

 

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