SCHEDULE 13D

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.             )

 

 

 

 

The Brazil Fund, Inc.


(Name of Issuer)

 

 

Common Stock


(Title of Class of Securities)

 

 

105759104


(CUSIP Number)

 

 

Jeffrey B. Larson

Sowood Capital Management LP

500 Boylston Street, 17th Floor

Boston, Massachusetts 02116

(617) 603-3400


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

 

 

July 1, 2004


(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. ¨


CUSIP No. 105759104   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

 

                3,540,400


10    SHARED DISPOSITIVE POWER

 

                -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            3,540,400

   
12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            21.8%

   
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 $.01 per share (the “Common Stock”), of The Brazil Fund, Inc., a Maryland corporation (the “Issuer”), which has its principal executive offices at 345 Park Avenue, New York, New York 10154.

 

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, 17th 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

 

This Schedule 13D filing is occasioned by the fact that Sowood’s beneficial ownership as a percentage of the outstanding Common Stock of the Fund is more than 20 percent. 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. Sowood reserves the right to make any such plans or proposals in the future or to take any other steps to enhance the value of its investment.

 

Item 5. Interest in Securities of the Issuer

 

(a) Sowood is the beneficial owner of 3,540,400 of shares of Common Stock (approximately 21.8% of the shares of Common Stock).

 

(b) Sowood does not have the power to vote any shares of Common Stock. Sowood and President and Fellows of Harvard College (“Harvard”) entered into an investment management agreement dated as of July 1, 2004. During the period since that date, Harvard has ceded sole dispositive power to Sowood with respect to 3,540,400 shares of Common Stock.

 

Page 3 of 7 Pages


(c) Not applicable.

 

(d) Harvard has the right to receive dividends from, and the proceeds from the sale of, the Common Stock.

 

(e) Not applicable.

 

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

 

Sowood and Harvard entered into an investment management agreement dated as of July 1, 2004. During the period since that date, Harvard has ceded sole dispositive power to Sowood with respect to 3,540,400 shares of Common Stock.

 

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: September 30, 2004

  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, 17th 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