-----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, NwAez3+Reg4OsHL8l4pjTFogRX6rjX68zmr+Gac80vlMr2zg6C3QUEnbklbDcAoo 3rmZYzBH1iIvkMmtSTsyZQ== 0001072613-06-001377.txt : 20060612 0001072613-06-001377.hdr.sgml : 20060612 20060612112607 ACCESSION NUMBER: 0001072613-06-001377 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 GROUP MEMBERS: CITY OF LONDON INVESTMENT MANAGEMENT CO. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39510 FILM NUMBER: 06898838 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: CITY OF LONDON INVESTMENT GROUP PLC CENTRAL INDEX KEY: 0001018138 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 EASTCHEAP STREET 2: LONDON ENGLAND EC3MLAJ CITY: LONDON BUSINESS PHONE: 011441717110771 MAIL ADDRESS: STREET 1: 10 EASTCHEAP STREET 2: LONDON ENLAND EC3MLAJ CITY: LONDON FORMER COMPANY: FORMER CONFORMED NAME: OLLIFF & PARTNERS PLC DATE OF NAME CHANGE: 19960705 SC 13G 1 sch13g_14439.txt SCHEDULE 13G - BRAZIL FUND, INC. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ________)* The Brazil Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 105759104 - -------------------------------------------------------------------------------- (CUSIP Number) May 31st, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) * 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 in 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). ================================================================================ =================== =========== CUSIP NO. 105759104 13G PAGE 2 of 8 =================== =========== ================================================================================ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CITY OF LONDON INVESTMENT GROUP PLC, A COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION GREAT BRITAIN - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 0 SHARES ------- ------------------------------------------------- 6. SHARED VOTING POWER 0 BENEFICIALLY ------- ------------------------------------------------- OWNED BY 7. SOLE DISPOSITIVE POWER 0 EACH REPORTING ------- ------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 PERSON WITH - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - --------- ---------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] CERTAIN SHARES - --------- ---------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - --------- ---------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON HC ================================================================================ (Page 2 of 8 Pages) =================== =========== CUSIP NO. 105759104 13G PAGE 3 of 8 =================== =========== ================================================================================ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED, A COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES - --------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - --------- ---------------------------------------------------------------------- 3. SEC USE ONLY - --------- ---------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION GREAT BRITAIN - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 0 SHARES ------- ------------------------------------------------- 6. SHARED VOTING POWER 0 BENEFICIALLY ------- ------------------------------------------------- OWNED BY 7. SOLE DISPOSITIVE POWER 0 EACH REPORTING ------- ------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 PERSON WITH - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - --------- ---------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] CERTAIN SHARES - --------- ---------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - --------- ---------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IA ================================================================================ (Page 3 of 8 Pages) =================== =========== CUSIP NO. 105759104 13G PAGE 4 of 8 =================== =========== ITEM 1(a). NAME OF ISSUER: The Brazil Fund Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: C/O Deutsche Investment Management America Scudder Investments 345 Park Ave. NYC, NY 10154 ITEM 2(a). NAME OF PERSON FILING: This statement is being filed by City of London Investment Group PLC ("CLIG") and City of London Investment Management Company Limited ("CLIM," and together with CLIG, the "Reporting Persons"). The principal business of CLIG is serving as the parent holding company for the City of London group of companies, including CLIM. CLIM is an emerging markets fund manager which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. CLIM is controlled by CLIG. CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including The Emerging World Fund ("EWF"), a Dublin, Ireland-listed open-ended investment company, Emerging Markets Country Fund ("GEM"), a private investment fund organized as a Delaware business trust, Investable Emerging Markets Country Fund ("IEM"), a private investment fund organized as a Delaware business trust, Emerging Free Markets Country Fund ("Free"), a private investment fund organized as a Delaware business trust, Natural Resource Fund (NAT), a private investment fund organized as a Delaware business trust, Global Equity CEF Fund (GEF), a private investment fund organized as a Delaware business trust, Frontier Emerging Markets Fund (FRONT), a private investment fund organized as a Delaware business trust, the Global Emerging Markets Equity Yield Fund (YIELD), a private investment fund organized as a Delaware business trust, GFM (Institutional) Emerging Markets Country Fund ("GFM"), an open-ended fund organized under the laws of the Province of Ontario, Tradex Global Equity Fund ("Tradex"), an Ontario mutual fund, and eleven segregated accounts. EWF, GEM, IEM, Free, NAT, GEF, FRONT, YIELD, GFM, Tradex, and the segregated accounts are referred to herein as the "City of London Funds." The Shares to which this Schedule 13G relates are owned directly by the City of London Funds and the segregated accounts. =================== =========== CUSIP NO. 105759104 13G PAGE 5 of 8 =================== =========== ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Address for CLIG and CLIM: 10 Eastcheap London EC3M 1LX England ITEM 2(c). CITIZENSHIP: CLIG - Great Britain CLIM - Great Britain ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.001 per share ITEM 2(e). CUSIP NUMBER: 105759104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |X| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (for CLIM); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |X| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (for CLIG); =================== =========== CUSIP NO. 105759104 13G PAGE 6 of 8 =================== =========== (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. For CLIG: (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 For CLIM: (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 =================== =========== CUSIP NO. 105759104 13G PAGE 7 of 8 =================== =========== (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. CLIG is the parent holding company of CLIM. See also Item 3. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. =================== =========== CUSIP NO. 105759104 13G PAGE 8 of 8 =================== =========== 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. The reporting persons agree that this statement is filed on behalf of each of them. Dated: June 9th, 2006 CITY OF LONDON INVESTMENT GROUP PLC By: /s/ Barry M. Olliff -------------------------------- Name: Barry M. Olliff Title: Director CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED By: /s/ Barry M. Olliff -------------------------------- Name: Barry M. Olliff Title: Director -----END PRIVACY-ENHANCED MESSAGE-----