Carrousel Fund/Brazil Fund SC 13D/A

0000950152-06-003028.txt : 20060407 0000950152-06-003028.hdr.sgml : 20060407 20060407165952 ACCESSION NUMBER: 0000950152-06-003028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060407 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: 06748691 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 l19562asc13dza.htm CARROUSEL FUND/BRAZIL FUND SC 13D/A Carrousel Fund/Brazil Fund SC 13D/A


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2006
	Estimated average burden hours per response...15

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)

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

The Brazil Fund, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

105759104

(CUSIP Number)

Bruno Bruno Sanglé-Ferrière
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)

March 31, 2006

(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 7 Pages)


CUSIP No.		105759104	Schedule 13D	Page		2		of		7 Pages


1	NAMES OF REPORTING PERSONS: 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			478,900

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			478,900

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK 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; 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		7 Pages


1	NAMES OF REPORTING PERSONS: 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			470,400

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			470,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK 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; 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		7 Pages


1	NAMES OF REPORTING PERSONS: 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United Kingdom

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			949,485

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			949,485

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	949,485

12	CHECK 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; IA(1)

* SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)

Not registered under the Investment Advisors Act of 1940.


CUSIP No.		105759104	Schedule 13D	Page		5		of		7 Pages


1	NAMES OF REPORTING PERSONS: 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	France

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			949,485

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			949,485

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	949,485

12	CHECK 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

* SEE INSTRUCTIONS BEFORE FILLING OUT!

TABLE OF CONTENTS


	Item 1. Security and Issuer.
	Item 4. Purpose of Transaction.
	Item 7. Material to be Filed As Exhibits.
SIGNATURE
Exhibit N Letter to Secretary of the Brazil Fund, Inc.


CUSIP No. 105759104	Schedule 13D	Page 6 of 7 Pages

Item 1. Security and Issuer.

This Amendment No. 9 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, Amendment No. 4 filed on November 14, 2005, Amendment No. 5 filed on November 17, 2005, Amendment No. 6 filed on November 29, 2005, Amendment No. 7 filed on January 12, 2006 and Amendment No. 8 filed on February 22, 2006, 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:

On March 31, 2006, in accordance with Section 2.11 of the Fund’s Restated By-Laws, Carrousel sent a letter (the “2006 Nomination Letter”) to the Fund to provide notice of its intent to nominate each of Francis Rupert Chad Lea, Gordon Muir-Carby and Julian Michael Ivo Reid (the “Independent Directors”) for election as directors of the Fund at the Fund’s 2005 Annual Meeting of Stockholders to be held on June 30, 2006. The 2006 Nomination Letter also stated that in the event that more than three directors are to be elected at the 2005 Annual Meeting, Carrousel reserves the right to nominate additional persons for election.

Carrousel has nominated the Independent Directors as a precaution to protect the interests of stockholders. In the event that stockholders vote at the special meeting convened for May 15, 2006 in favor of the plan of liquidation and dissolution adopted by the Board on March 24, 2006, Carrousel will review whether the nominations are in the continuing interest of stockholders.

As disclosed in the 2006 Nomination Letter, Francis Rupert Chad Lea is a financial consultant of MSS Capital, Gordon Muir-Carby is chairman of Muir & Co Ltd. and Julian Michael Ivo Reid is Chief Executive Officer of 3a Asset Management Limited. The foregoing description of the 2006 Nomination Letter is not intended to be complete and is qualified in its entirety by the complete text of the 2006 Nomination Letter, which is filed as Exhibit N 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).

Item 7. Material to be Filed As Exhibits.

Item 7 is hereby amended by adding the following:

Exhibit N.

Letter, dated March 31, 2006, from Carrousel Capital Ltd. to John Millette, Secretary of The Brazil Fund, Inc.


CUSIP No. 105759104	Schedule 13D	Page 7 of 7 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: April 7, 2006


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 Bruno Sanglé-Ferrière


		/s/ Bruno Sanglé-Ferrière
		Bruno Sanglé-Ferrière

EX-99.N 2 l19562aexv99wn.htm EXHIBIT N LETTER TO SECRETARY OF THE BRAZIL FUND, INC. Exhibit N

Exhibit N

Carrousel Capital Ltd.

203-205 Brompton Road
London SW3 1LA England
Tel: 44 20 7823 7044 Fax: 44 20 7591 3829

March 31, 2006

VIA HAND DELIVERY

John Millette
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 Millette,

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 2005 Annual Meeting of Stockholders called for June 30, 2006 (“the Annual Meeting”):

1.		Francis Rupert Chad Lea

2.		Gordon Muir-Carby

3.		Julian Michael Ivo Reid

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 949,485 shares of the Fund’s Common Stock, as of March 31, 2006. 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 Annual Meeting, 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.

Further, in the event that more than three Directors are to be elected at the Annual Meeting, Carrousel reserves the right to nominate additional persons for election.

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.

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.

Julian Michael Ivo Reid

Age: 61 years

Business Address:

10 Frere Felix de Valois Street, Port Louis, Mauritius &
1 Queen Anne’s Gate, London SW1H 9BT UK

Principal Occupation: CEO, 3a Asset Management Limited

Residence Address: 27 Burton Court, London SW3 4SZ

Beneficial Ownership of Shares of Common Stock of the Fund: None.

Business Experience During the Last Five Years: CEO 3a Asset Management Limited, Chairman & President of the Saffron Fund Inc., Director JF China Fund Inc., Chairman Morgan’s Walk Properties Ltd., Director & Chairman of The Korea Fund Inc.

Current Directorships: The Korea Fund Inc., JF China Fund Inc., 3a Asset Management Limited, 3a Global Growth Fund Inc.

Other Information relating to the Nominee: Mr. Reid will not receive any compensation from Carrousel for his services as a director of the Fund. Mr. Reid has not been convicted in any criminal proceedings over the past ten years. Mr. Reid is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Reid is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. If elected Mr Reid fully appreciates that he will be working to provide the best practices of corporate governance on behalf of all shareholders.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents