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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Brazil Fund, Inc
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
105759104
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(CUSIP Number)
Barry M. Olliff
c/o City of London Investment Management Company Limited
10 Eastcheap, London EC3M ILX, England
+44 207 711 0771
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 5, 2005
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [_].
*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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP NO. 105759104 13D PAGE 2 of 10
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
City of London Investment Group PLC, a company incorporated under
the laws of England and Wales.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(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 ITEM 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 774,800
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 774,800
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
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14 TYPE OF REPORTING PERSON*
HC
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(Page 2 of 10 Pages)
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CUSIP NO. 105759104 13D PAGE 3 of 10
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1 NAME OF REPORTING PERSONS
S.S. OR 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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 769,800
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 769,800
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.74%
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14 TYPE OF REPORTING PERSON*
IA
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(Page 3 of 10 Pages)
ITEM 1. SECURITY AND ISSUER.
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This statement relates to the shares of common stock, par value $.01
per share (the "Shares"), of The Brazil Fund, Inc. (the "Fund"). The
principal executive offices of the Fund are located at Scudder
Investments, 345 Park Avenue New York, NY 10154 USA.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a), (b) and (c). 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.
The business address and principal executive offices of CLIG are 10
Eastcheap, London EC3M ILX, England. The directors and executive
officers of CLIG, their business addresses and present principal
occupation or employment are set forth on Annex A attached to this
Schedule 13D.
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,
Global 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, Focus Fund ("Focus"), 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 four segregated accounts. The business address and
principal executive offices of CLIM are 10 Eastcheap, London EC3M
ILX, England. The directors and executive officers of CLIM, their
business addresses and present principal occupation or employment are
set forth on Annex A attached to this Schedule 13D.
EWF, GEM, IEM, FREE, FOCUS, GFM, and Tradex are referred to herein as
the "City of London Funds."
The Shares to which this Schedule 13D relates are owned directly by
the City of London Funds and segregated accounts.
(d) and (e). During the last five years, none of the Reporting
Persons or, to the knowledge or belief of the Reporting Persons, none
of the natural persons identified in this Item 2, has been convicted
(Page 4 of 10 Pages)
in any criminal proceeding (excluding traffic violations or similar
misdemeanours), or has been a party to any 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 violations with respect to such laws.
(f). Each of the Reporting Persons is a company incorporated under
the laws of England and Wales. Each natural person identified in this
Item 2 is a citizen of Great Britain.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
Beneficial ownership of the Shares to which this statement relates
was acquired by the Reporting Persons with invested capital of the
City of London Funds.
The aggregate purchase price of the 774,800 Shares beneficially owned
by the Reporting Persons was $21,843,806, inclusive of brokerage
commissions.
The aggregate purchase price of the 60,470 Shares beneficially owned
by EWF was $1,801,115, inclusive of brokerage commissions.
The aggregate purchase price of the 211,966 Shares beneficially owned
by GEM was $5,237,844, inclusive of brokerage commissions.
The aggregate purchase price of the 108,900 Shares beneficially owned
by IEM was $3,496,811, inclusive of brokerage commissions.
The aggregate purchase price of the 34,360 Shares beneficially owned
by GFM was $758,974, inclusive of brokerage commissions.
The aggregate purchase price of the 144,297 Shares beneficially owned
by FREE was $4,642,465, inclusive of brokerage commissions.
The aggregate purchase price of the 25,000 Shares beneficially owned
by FOCUS was $805,750, inclusive of brokerage commissions.
The aggregate purchase price of the 184,807 Shares beneficially owned
by the segregated client accounts was $4,883,225, inclusive of
brokerage commissions.
The aggregate purchase price of the 5,000 Shares beneficially owned
by Tradex was $190,617, inclusive of brokerage commissions.
(Page 5 of 10 Pages)
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
On August 5, 2005, CLIG sent a letter to the Chairman of the Board of
Directors of the Korea Fund Inc, also Chairman of The Scudder New
Asia Fund and The Brazil Fund. In the letter, CLIG requests the
Chairman of the Board of Directors to address certain concerns
relating to corporate governance surrounding the upcoming AGM. The
foregoing description of the letter is not intended to be complete
and it is qualified in its entirety by the complete text of the
letter, which is filed as Exhibit A hereto and is incorporated herein
by reference.
The Reporting Persons do not currently 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, and the Reporting Persons have made
their investment in the Fund in the ordinary course of their business
and not for the purpose of changing or influencing the control of the
Fund. The Reporting Persons reserve the right at any time in the
future to increase, decrease or eliminate its investment in the Fund
or take any other action relative thereto.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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(a) and (b). As of the date hereof, EWF, GEM, IEM, GFM, FREE, FOCUS,
the segregated client accounts and Tradex owned directly 60,470,
211,966, 108,900, 34,360, 144,297, 25,000, 184,807 and 5,000 Shares,
respectively, representing approximately 0.37%, 1.31%, 0.67%, 0.21%,
0.88%, 0.15%, 1.14% and 0.03%, respectively, of the Shares
outstanding.
As of the date hereof, CLIG, through its control of CLIM, had sole
voting and dispositive power with respect to all 774,800 Shares owned
directly by the City of London Funds, representing approximately
4.77% of the Shares outstanding.
As of the date hereof, CLIM, in its capacity as investment adviser to
the City of London Funds, had sole voting and dispositive power with
respect to all 769,800 Shares owned directly by the City of London
Funds, representing approximately 4.70% of the Shares outstanding.
(c). Information with respect to all transactions in the Shares
beneficially owned by the Reporting Persons that were effected during
the past 60 days is set forth in Annex B to this Schedule 13D. (d).
None
(e). Not Applicable
(Page 6 of 10 Pages)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Fund including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Fund, joint ventures, loan or
option arrangements, puts or calls, guaranties of profits, division
of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A. Letter sent to the Chairman of the Board of Directors
dated August 5, 2005
(Page 7 of 10 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: August 5, 2005 CITY OF LONDON INVESTMENT GROUP PLC
/s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director
(Page 8 of 10 Pages)
ANNEX A
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DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG 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 or executive
officer is c/o City of London Investment Group PLC, 10 Eastcheap, London EC3M
ILX, England.
Andrew Davison Chairman
Barry Olliff Chief Executive Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Omar Ashur Non-Executive Director
George Robb Non-Executive Director
The names of the directors and executive officers of CLIM 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 or executive
officer is c/o City of London Investment Management Limited, 10 Eastcheap,
London EC3M ILX, England.
Barry Olliff Chief Investment Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Clayton Gillece Director
Michael Russell Director
Thomas Griffith Director
Carlos Yuste Director
Christopher Weaver Director
Martin Garzaron Director
(Page 9 of 10 Pages)
ANNEX B
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INFORMATION WITH RESPECT TO TRANSACTIONS
IN THE FUND'S COMMON STOCK
DURING THE PAST SIXTY DAYS
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TRADE NUMBER TRANSACTION CLIG FUND TRADE
DATE OF SHARES TYPE(1) (1) PRICE
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08/04/2005 1,900.00 BUY FREE 41.1379
08/03/2005 2,800.00 BUY FREE 41.5093
08/02/2005 15,100.00 BUY IEM 40.2152
08/01/2005 9,500.00 BUY IEM 39.3707
07/29/2005 10,500.00 BUY GEM 38.9538
07/28/2005 5,000.00 BUY TDX 38.0934
07/28/2005 6,000.00 BUY GEM 38.0934
07/27/2005 22,200.00 BUY FREE 36.8972
07/26/2005 7,500.00 BUY FREE 34.9604
07/21/2005 2,100.00 BUY Accounts 38.69
07/20/2005 3,000.00 BUY Accounts 38.1917
07/08/2005 2,500.00 BUY IEM 37.5916
06/14/2005 3,100.00 BUY EWF 35.8202
06/13/2005 3,600.00 BUY EWF 35.6639
06/10/2005 1,700.00 BUY EWF 35.02
06/07/2005 17,600.00 BUY FREE 35.687
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(1) All purchases/sales were effected through open market or privately
negotiated transactions.
(Page 10 of 10 Pages)