UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Brazil Fund, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
105759104
(CUSIP Number)
Bruno Sangle-Ferriere
Carrousel Capital Ltd.
203-205 Brompton Road
London SW3 1LA
+44 20 7823 7044
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 29, 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 Rule13d-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.
(Page 1 of 11 Pages)
-------------
* 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).
Page 2 of 11 Pages
SCHEDULE 13D
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CUSIP No. 105759104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carrousel Fund Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 484,600
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
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%
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14 TYPE OF REPORTING PERSON
CO; IV*
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* Not registered under the Investment Company Act of 1940
Page 3 of 11 Pages
SCHEDULE 13D
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CUSIP No. 105759104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Carrousel Fund II Limited
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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
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 485,400
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
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*
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* Not registered under the Investment Company Act of 1940
Page 4 of 11 Pages
SCHEDULE 13D
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CUSIP No. 105759104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 970,185
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
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*
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* Not registered under the Investment Company Act of 1940
Page 5 of 11 Pages
SCHEDULE 13D
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CUSIP No. 105759104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruno Sangle-Ferriere
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 970,185
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
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
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Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates 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"). The principal executive offices of the Fund
are located at 345 Park Avenue, New York, New York 10154.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed jointly 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 Sangle-Ferriere
("Sangle-Ferriere" and, collectively with Carrousel Fund I, Carrousel Fund II
and Carrousel Capital, the "Reporting Persons").
Carrousel Fund I is a private investment company organized under the
laws of the Cayman Islands created to allow investors to take advantage of
investment opportunities in closed-end funds and similar investment activities.
The address of Carrousel Fund I's principal business and principal office is
Walker House, P.O. Box 265 GT, Mary Street, George Town, Grand Cayman, Cayman
Islands.
Carrousel Fund II is a private investment company organized under the
laws of the Cayman Islands created to allow investors to take advantage of
investment opportunities in closed-end funds and similar investment activities.
The address of Carrousel Fund II's principal business and principal office is
Walker House, P.O. Box 265 GT, Mary Street, George Town, Grand Cayman, Cayman
Islands.
Carrousel is organized under of the laws of the United Kingdom and is
the investment manager of each of Carrousel Fund I and Carrousel Fund II,
subject to the overall control of the board of directors of each of Carrousel
Fund I and Carrousel Fund II. Carrousel is regulated in the United Kingdom by
the Financial Services Authority (FSA) and is registered in the United States
with the National Futures Association (NFA) as a Commodity Trading Advisor and a
Commodity Pool Operator. The address of Carrousel's principal business and
principal office is 203-205 Brompton Road, London SW3 1LA.
Sangle-Ferriere owns 50% of the outstanding equity of Carrousel and
100% of the voting equity of Carrousel. Sangle-Ferriere is a French citizen and
his principal occupation is that of a portfolio manager of each of Carrousel
Fund I and Carrousel Fund II and principal of Carrousel Capital Ltd. His
business address is 203-205 Brompton Road, London SW3 1LA.
Pursuant to General Instruction C and the instructions to Item 2 of
this statement, set forth below are the respective names, business addresses,
principal present occupations and citizenships of the executive officers and
directors of each of Carrousel Fund I, Carrousel Fund II and Carrousel.
The name, business address, present principal occupation and
citizenship of each of the executive officers and directors of Carrousel Fund I
are:
1. NAME: Brian Wilkinson
Page 7 of 11 Pages
BUSINESS ADDRESS: Europa House, Harcourt St., Dublin 2, Ireland
PRINCIPAL OCCUPATION: Director of Management International, (Dublin) (a
fund administration company)
CITIZENSHIP: Irish
2. NAME: Andrew Clark
BUSINESS ADDRESS: No. 1 Bd Theodore Roosevelt, Petite Afrique, Beaulieu
Sur Mer, France
PRINCIPAL OCCUPATION: Founder of Churchill Capital (a brokerage
company)
CITIZENSHIP: British
3. NAME: Pierre-Alexis Cosandier
BUSINESS ADDRESS: 5 Route De Florissant, Case Postale 91, CH1211
Geneve, Geneve 25, Switzerland
PRINCIPAL OCCUPATION: Founder and Managing Director of FLORAM (a
financial advisory firm)
CITIZENSHIP: Swiss
4. NAME: Daniel Emery
BUSINESS ADDRESS: Immeuble Continental, 3965 Crans Montana, Switzerland
PRINCIPAL OCCUPATION: Director and Partner of FIDAG (a tax advisory
firm)
CITIZENSHIP: Swiss
5. NAME: Andre Paulin
BUSINESS ADDRESS: 3 Rue Du Faubourg St. Honore, 75008 Paris, France
PRINCIPAL OCCUPATION: General Partner and Founder of Balzac Partners (a
financial consulting firm)
CITIZENSHIP: French
The name, business address, present principal occupation and
citizenship of each of the executive officers and directors of Carrousel Fund II
are as follows:
1. NAME: Robert Paul King
BUSINESS ADDRESS: Trafalgar House, PO Box 255, Les Banques, St. Peter
Port, Guernsey, Channel Islands GY1 3QL
Page 8 of 11 Pages
PRINCIPAL OCCUPATION: Manager of Guernsey International Fund Managers
Limited (fund management advisory company)
CITIZENSHIP: British
2. NAME: Francis Cornut
BUSINESS ADDRESS: 3 Rue Desrenaudes, 75017, Paris, France
PRINCIPAL OCCUPATION: Director and Founder of Derivexperts Ltd. (a
company that provides consulting and independent valuation services in the area
of equity derivatives)
CITIZENSHIP: French
3. NAME: David Sydney Copperwaite
BUSINESS ADDRESS: The Old Farm, Les Varendes, St. Andrew, Guernsey GY6
8TE
PRINCIPAL OCCUPATION: Principal, Channel Islands Management Services
Limited (an offshore fund management advisory company)
CITIZENSHIP: British
The name, business address, present principal occupation and
citizenship of each of the executive officers and directors of Carrousel are as
follows:
1. NAME: Bruno Sangle-Ferriere (See above for all other information)
During the past five years, neither Carrousel Fund I, Carrousel Fund
II, Carrousel nor any of their respective executive officers and directors,
including Sangle-Ferriere, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or 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 judgement, 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
The funds used to purchase the shares of Common Stock described in this
statement were acquired through open market purchases and were derived from
Carrousel Fund I's and Carrousel Fund II's investment capital. The aggregate
amount of the funds used to purchase all of the shares purchased by Carrousel
Fund I and Carrousel II is $3,734,077 and $11,371,078, respectively.
ITEM 4. PURPOSE OF TRANSACTION
On April 5, 2004, Carrousel entered into a Consultancy Agreement (the
"Consultancy Agreement") with Francis Rupert Chad Lea, Bruno Sangle-Ferriere,
Lea Green Ltd. and Carrousel Capital Ltd. that provides, among other things,
that Lea Green Ltd. (an entity of which Mr. Lea is the sole beneficiary) will
assist Carrousel in seeking to cause the Fund to take certain corporate actions
with a view to enhancing shareholder value. The foregoing description of the
Page 9 of 11 Pages
Consultancy Agreement is not intended to be complete and is qualified in its
entirety by the complete text of the Consultancy Agreement, which is filed as
Exhibit D hereto and is incorporated herein by reference.
On April 5, 2004, in accordance with Section 2(11) of the Fund's
Bylaws, Carrousel Fund I sent a letter (the "Nomination Letter") to the Fund to
provide notice of its intent to nominate each of David Sydney Copperwaite,
Francis Rupert Chad Lea and Antonio Henrique Prado for election as a Class III
Director at the Fund's 2004 Annual Meeting of Stockholders. As disclosed in the
Nomination Letter, David Sydney Copperwaite is the principal of Channel Islands
Management Services Limited, an offshore fund management advisory company (and,
as noted above, a director of Carrousel Fund II); Francis Rupert Chad Lea is a
financial consultant of MSS Capital, an investment adviser; and Antonio Henrique
Prado is a consultant of E-Platform Venture Partners, a Brazilian venture
capital firm. The foregoing description of the Nomination Letter is not intended
to be complete and is qualified in its entirety by the complete text of the
Nomination Letter, which is filed as Exhibit E 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 5. INTERESTS IN SECURITIES OF THE ISSUER
(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 issued and
outstanding Common Stock; (ii) 484,600 shares of Common Stock together with
Carrousel Fund I, which represents approximately 2.98% of the issued and
outstanding Common Stock; and (iii) 485,400 shares of Common Stock together with
Carrousel Fund II, which represents approximately 2.99% of the issued and
outstanding Common Stock. 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 share: (i) the power to
vote and dispose of 185 shares of Common Stock; (ii) the power to vote and
dispose of 484,600 shares of Common Stock with Carrousel Fund I; and (iii) the
power to vote and dispose of 485,400 shares of Common Stock with Carrousel Fund
II. Accordingly, Carrousel and Sangle-Ferriere, as of the date hereof, have
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 to the persons identified in
this Item 5(b) is incorporated by reference.
Page 10 of 11 Pages
(c) Except as described below, no transactions in the shares of Common Stock
were effected by the Reporting Persons, or, to their knowledge, any of the
persons identified in Item 2, during the past sixty days.
During the past 60 days, the following open market purchases of Common
Stock have been made by Carrousel Fund I:
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DATE OF PURCHASE NUMBER OF SHARES OF COMMON STOCK BOUGHT PRICE PAID/SHARE
----------------------------------------------------------------------------------------
March 29, 2004 25,000 $22.41
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During the past 60 days, the following open market purchases of Common
Stock have been made by Carrousel Fund II:
-----------------------------------------------------------------------------------------
DATE OF PURCHASE NUMBER OF SHARES OF COMMON STOCK BOUGHT PRICE PAID/SHARE
-----------------------------------------------------------------------------------------
March 29, 2004 155,000 $22.41
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(d) No other person is known by any Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by any Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Carrousel is the exclusive investment manager to Carrousel Fund I and
Carrousel Find II pursuant to certain agreements dated June 2003 and September
2003, respectively.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A. Agreement of Joint Filing
Exhibit B. Power of Attorney, dated as of March 30, 2004, relating to Carrousel
Fund I
Exhibit C. Power of Attorney, dated as of March 30, 2004, relating to Carrousel
Fund II
Exhibit D. Consultancy Agreement, effective as of April 5, 2004, by and among
Rupert Lea, Bruno Sangle-Ferriere, Lea Green Ltd. and Carrousel
Capital Ltd.
Exhibit E. Letter, dated April 5, 2004, from Carrousel Fund Ltd. to
The Brazil Fund, Inc.
Page 11 of 11 Pages
SIGNATURES
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.
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-Ferriere
------------------------------
Bruno Sangle-Ferriere