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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ________)*
The Brazil Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
105759104
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(CUSIP Number)
May 31st, 2006
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(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).
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CUSIP NO. 105759104 13G PAGE 2 of 8
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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
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
GREAT BRITAIN
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES ------- -------------------------------------------------
6. SHARED VOTING POWER 0
BENEFICIALLY
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OWNED BY 7. SOLE DISPOSITIVE POWER 0
EACH REPORTING ------- -------------------------------------------------
8. SHARED DISPOSITIVE POWER 0
PERSON WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. TYPE OF REPORTING PERSON
HC
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(Page 2 of 8 Pages)
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CUSIP NO. 105759104 13G PAGE 3 of 8
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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
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
GREAT BRITAIN
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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
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES
--------- ----------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. TYPE OF REPORTING PERSON
IA
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(Page 3 of 8 Pages)
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CUSIP NO. 105759104 13G PAGE 4 of 8
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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.
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CUSIP NO. 105759104 13G PAGE 5 of 8
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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);
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CUSIP NO. 105759104 13G PAGE 6 of 8
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(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
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CUSIP NO. 105759104 13G PAGE 7 of 8
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(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.
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CUSIP NO. 105759104 13G PAGE 8 of 8
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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
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT MANAGEMENT
COMPANY LIMITED
By: /s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director