Schedule 13D/A

-----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, SzdJfnuE3k4mAlFoN7907jfbn+7ZzJHJp9M0Ceb0QerY0uC4SGapVL5EQGuwNSAZ z6hZo3gjZw+6+Qg1FaSJ3g== 0001193125-05-100367.txt : 20050509 0001193125-05-100367.hdr.sgml : 20050509 20050509113701 ACCESSION NUMBER: 0001193125-05-100367 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAZILIAN EQUITY FUND INC CENTRAL INDEX KEY: 0000883925 IRS NUMBER: 133652093 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42357 FILM NUMBER: 05810316 BUSINESS ADDRESS: STREET 1: C/O CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128753500 MAIL ADDRESS: STREET 1: CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sowood Capital Management LP CENTRAL INDEX KEY: 0001304294 IRS NUMBER: 743113983 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-603-3400 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 12d-2(a)

(Amendment No. 1)

The Brazilian Equity Fund, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

105884100

(CUSIP Number)

Jeffrey B. Larson

Sowood Capital Management LP

500 Boylston Street, 17^th Floor

Boston, Massachusetts 02116

(617) 603-3400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 2, 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: ¨.

Page 1 of 7 Pages


CUSIP No. 105884100		SCHEDULE 13D		Page 2 of 7 Pages


1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS Sowood Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IA

Item 1. Security and Issuer

This statement on Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of The Brazilian Equity Fund, Inc., a Maryland corporation (the “Issuer”), which has its principal executive offices at c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017.

Item 2. Identity and Background

This statement is filed by Sowood Capital Management LP (“Sowood”), a Delaware limited partnership. The principal executive offices of Sowood are located at 500 Boylston Street, 17^th Floor, Boston, Massachusetts 02116. Sowood is an investment manager.

Information relating to each of the directors, executive officers and controlling persons of Sowood is contained in Exhibit A attached hereto and incorporated herein by reference. Each of the directors, executive officers and controlling persons of Sowood is a citizen of the United States of America.

None of Sowood or, to the best of Sowood’s knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of Sowood or, to the best of Sowood’s knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

Except as described in Item 4 of filings on Schedule 13D by President and Fellows of Harvard College (“Harvard”) with respect to the Issuer, Sowood does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.

Item 5. Interest in Securities of the Issuer

(a) Sowood does not beneficially own any shares of Common Stock.

Page 3 of 7 Pages

(b) Sowood does not have the power to vote or dispose of any shares of Common Stock.

(c) On April 28, 2005, the Issuer announced that, in connection with the Issuer’s liquidation, the Issuer’s net assets would be distributed in cash payments to record holders of Common Stock as of the close of business on April 29, 2005. On May 2, 2005, President and Fellows of Harvard College (“Harvard”) surrendered 1,757,000 shares of Common Stock to the Issuer in return for $9.60 per share. Sowood had assumed sole dispositive power with respect to such shares of Common Stock pursuant to an investment management agreement dated as of July 1, 2004 between Harvard and Sowood.

(d) Not applicable.

(e) On May 2, 2005, Sowood ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Not applicable.

Item 7. Materials to be Filed as Exhibits

Exhibit A — Information concerning the directors, executive officers and controlling persons of Sowood.

Page 4 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: May 9, 2005	SOWOOD CAPITAL MANAGEMENT LP

	By:	/s/ Megan Kelleher
	Name:	Megan Kelleher
	Title:	Principal

Page 5 of 7 Pages

EXHIBIT INDEX


Exhibit Number	Description	Page Number In Sequentially Numbered Copy
A	Information Concerning the Directors, Executive Officers and Controlling Persons of Sowood	7

Page 6 of 7 Pages

EXHIBIT A

DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF

SOWOOD CAPITAL MANAGEMENT LP

The names of the directors and executive officers of Sowood and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director, executive officer or controlling person is c/o Sowood Capital Management LP, 500 Boylston Street, 17^th Floor, Boston, Massachusetts 02116.


Name		Office/Position
Jeffrey B. Larson		Principal and Portfolio Manager of Sowood
Stuart Porter		Principal and Portfolio Manager of Sowood
Richard Dowd		Principal and Chief Financial Officer of Sowood
Megan Kelleher		Principal and General Counsel of Sowood

CONTROLLING PERSON OF SOWOOD CAPITAL MANAGEMENT LP

Sowood Capital Management LLC is the general partner of Sowood. The managing member of Sowood Capital Management LLC is Jeffrey B. Larson.

Page 7 of 7 Pages

-----END PRIVACY-ENHANCED MESSAGE-----