Schedule 13G Amendment No. 1

-----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, ILDARetapP3g5IezbEqAWFzn0wpzNTDbERTIPvZbjpOYYt2DzkfEB6QNPzGYbIfu IS5VU9mft/y5IdbUyeIq6Q== 0001193125-07-029675.txt : 20070213 0001193125-07-029675.hdr.sgml : 20070213 20070213172017 ACCESSION NUMBER: 0001193125-07-029675 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: QVT FINANCIAL GP LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39510 FILM NUMBER: 07611607 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: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The Brazil Fund, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

105759104

(CUSIP Number)

December 31, 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:

¨ Rule 13d-1(b)

x 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 the 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).

Page 1 of 8 pages


CUSIP No. 105759104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Financial LP 11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power

		0
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0%
12.	Type of Reporting Person (See Instructions)

	PN

Page 2 of 8 pages


CUSIP No. 105759104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		QVT Financial GP LLC 11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power

		0
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0%
12.	Type of Reporting Person (See Instructions)

	OO

Page 3 of 8 pages

Item 1

(a).

Name of Issuer

The Brazil Fund, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The address of the Issuer’s principal executive offices is:

345 Park Avenue, New York, New York 10154, United States

Item 2

(a).

Name of Person Filing

Item 2

(b).

Address of Principal Business Office or, if none, Residence

Item 2

(c).

Citizenship

QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Partnership

QVT Financial GP LLC

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Liability Company

Item 2

(d).

Title of Class of Securities

The title of the securities is common stock, par value $0.01 per share (the “Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Common Stock is 105759104.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

Page 4 of 8 pages

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership.

	(a)	Amount beneficially owned:

		As of December 31, 2006, the reporting persons own no shares of the Common Stock.

	(b)	Percent of class:

		See Item 11 of the Cover Pages to this Schedule 13G.

	(c)	Number of shares as to which the 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

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

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Page 5 of 8 pages



Item 10.		Certification

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Page 6 of 8 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: February 13, 2007


QVT FINANCIAL LP

By QVT Financial GP LLC, its General Partner

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

By:		/s/ Tracy Fu
Name:		Tracy Fu
Title:		Managing Member

QVT FINANCIAL GP LLC

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

By:		/s/ Tracy Fu
Name:		Tracy Fu
Title:		Managing Member

Page 7 of 8 pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 13, 2007


QVT FINANCIAL LP

By QVT Financial GP LLC, its General Partner

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

By:		/s/ Tracy Fu
Name:		Tracy Fu
Title:		Managing Member

QVT FINANCIAL GP LLC

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

By:		/s/ Tracy Fu
Name:		Tracy Fu
Title:		Managing Member

Page 8 of 8 pages

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