CARROUSEL CAPITAL LTD./THE BRAZIL FUND, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant o
Filed by a party other than the Registrant
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Check the appropriate box:
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o Preliminary
Proxy Statement |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy
Statement |
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o Definitive
Additional Materials |
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o Soliciting
Material Pursuant to Section 240.14a-12 |
THE BRAZIL FUND, INC.
(Name of Registrant as Specified In Its Charter)
CARROUSEL CAPITAL LTD
THE CARROUSEL FUND LTD
THE CARROUSEL FUND II LIMITED
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No
fee required.
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computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing. |
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Form, Schedule or Registration Statement No.: |
TABLE OF CONTENTS
CARROUSEL CAPITAL LTD
203-205 Brompton Road
London SW3 1LA
Tel: 44 20 7823 7044 Fax: 44 20
7591 3829
December 8, 2005
VOTE THE GOLD PROXY TO ELECT INDEPENDENT NOMINEES
TO THE BOARD OF THE BRAZIL FUND, INC.
Dear Fellow Stockholder of The Brazil Fund, Inc. (the
“Fund”):
Carrousel Capital Ltd (“Carrousel Capital”) is the
investment manager of each of The Carrousel Fund Ltd., a
Cayman Islands company (“Carrousel Fund I”), and
The Carrousel Fund II Limited, a Cayman Islands company
(“Carrousel Fund II” and, collectively with
Carrousel Capital and Carrousel Fund I,
“Carrousel”), and, through such entities, Carrousel
Capital believes that it is the fourth largest beneficial owner
of shares of common stock, $0.01 par value per share
(“Shares”), of the Fund. As of the date of this
letter, Carrousel Capital beneficially owns approximately 5.85%
of the outstanding Shares. The Fund’s current officers and
directors, as a group, beneficially own approximately 7,288 of
the outstanding Shares according to the Fund’s Proxy
Statement.
CARROUSEL’S INTERESTS ARE ALIGNED WITH YOURS!
Carrousel Capital believes that the current Board of Directors
of the Fund (“the Board”) is not acting in your best
interests in avoiding the re-election of directors and that,
whatever the outcome of the proposal made by the Board for the
conversion of the Fund from a closed end to an open end fund,
which Carrousel supports, the election of the Independent
Nominees, as defined below, will benefit the Fund and its
stockholders.
Carrousel Capital is therefore seeking your support at the
Special Meeting of the Stockholders of the Fund scheduled for
December 13, 2005 (the “Special Meeting”) for the
following:
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1. To elect each of Francis Rupert Chad Lea, James Best and
Gordon Muir-Carby to the Board, to serve as Class III
directors in place of the three Class III candidates for
election as Directors who did not receive the requisite vote to
be re-elected at the 2004 Annual Meeting and who are holding
over. |
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Messrs Lea, Best and Muir-Carby have no current or prior
relationship to the Fund, its management or Deutsche Investment
Management Americas Inc (“DeIM”), the Fund’s
investment manager, and are therefore herein collectively
referred to herein as the “Independent Nominees”. |
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2. To adopt a proposal recommended by the Board and
included in the Fund’s proxy statement for the conversion
of the Fund from a closed end management company to an open end
management company. |
Carrousel urges you to carefully consider the information
contained in the attached Proxy Statement and then support its
efforts by signing, dating and returning the enclosed GOLD proxy
card today. The attached Proxy Statement and the enclosed GOLD
proxy card are first being furnished to the Stockholders on or
about December 8, 2005.
VOTE GOLD!
You should not return any proxy card sent to you by the Fund if
you wish to vote FOR the election of the Independent
Nominees to the Board. If you have already returned the proxy
card sent to you by the Fund, you have the right to REVOKE that
proxy by signing, dating and mailing a later-dated GOLD proxy
card in the envelope provided.
Please make certain that the latest dated proxy return is the
GOLD proxy card. Only your latest dated proxy counts.
A GOLD proxy card that is returned to us will be voted as you
indicate on it. If a GOLD proxy card is returned without a vote
indicated thereon, the Shares represented thereby will be voted
FOR the election of the Independent Nominees and FOR the
conversion of the fund from a closed end management company to
an open end management company. In addition, a GOLD proxy card
will be voted in the proxy holders’ discretion on all other
matters as may properly come before the Special Meeting of which
Carrousel is not made aware within a reasonable amount of time
prior to the Special Meeting.
Sincerely yours,
Bruno Sangle-Ferriere
Director
Carrousel Capital Ltd
IMPORTANT INFORMATION FOR STREET-NAME HOLDERS
If you hold your Shares in the name of a bank of brokerage firm,
your bank or broker must receive your specific instructions
before they can vote your Shares. Please make certain that your
vote is counted for the Independent Nominees by signing, dating
and returning the GOLD proxy card in the envelope provided.
Internet and Telephone Voting
Holders in many banks and brokerage firms will be able to vote
by internet or by toll-free telephone. Instructions for internet
and telephone voting in most cases will be included on the
enclosed GOLD voting form that has been provided by your broker
or bank. We urge you to take advantage of the opportunity to
vote your GOLD proxy card today by following the instructions on
the GOLD voting form for using the internet or toll-free
telephone.
If you have any questions, please contact:
Morrow & Co., Inc.
445 Park Avenue
New York, New York 10022
Call toll free: 800-662-5200
Bankers and Brokers Call Collect: 212-754-8000
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SPECIAL MEETING OF STOCKHOLDERS
OF
THE BRAZIL FUND, INC.
PROXY STATEMENT
OF
CARROUSEL CAPITAL LTD
VOTE GOLD!
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD
This proxy statement and the enclosed GOLD proxy card are being
furnished to the stockholders (the “Stockholders”) of
The Brazil Fund, Inc., a Maryland corporation (the
“Fund”), by Carrousel Capital Ltd., an English company
(“Carrousel Capital”), on behalf of itself and two of
its managed companies, The Carrousel Fund Ltd., a Cayman
Islands company (“Carrousel Fund I”), and The
Carrousel Fund II Limited, a Cayman Islands company
(“Carrousel Fund II” and, collectively with
Carrousel Capital and Carrousel Fund I,
“Carrousel”), in connection with the solicitation of
the proxies from Stockholders to be used at the Special Meeting
of Stockholders to be held on December 13, 2005 (the
“Special Meeting”), including any adjournment or
postponements thereof to vote:
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1. FOR the election of each of Rupert Lea, James Best and
Gordon Muir Carby (collectively “the Independent
Nominees”) to the Board of Directors of the Fund (“the
Board”) to serve as Class III Directors in place of
Ms. Hrinak (who replaced Mr. Esposito),
Mr. Nogueira and Ms. Purcell, the three Class III
candidates for election as Directors who did not receive the
requisite vote to be re-elected at the 2004 Annual Meeting and
are holding over. |
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2. FOR the adoption of a proposal recommended by the Board
and included in the Fund’s Proxy Statement for the
conversion of the Fund from a closed end management company to
an open end management company. |
Further information regarding the participants in this
solicitation is incorporated in Schedule I
“Information About Participants”.
The Fund’s principal executive office is located at 345
Park Avenue, New York, New York 10154. This proxy statement and
the enclosed GOLD proxy card are first being furnished to the
Stockholders on or about December 8, 2005.
The Fund has established a record date of October 21, 2005
for determining Stockholders entitled to notice of and to vote
at the Special Meeting (the “Record Date”) and
December 13, 2005 as the date of the Special Meeting.
The Special Meeting will be held on December 13, 2005 at
10 a.m., Eastern Time, at the offices of Deutsche
Investment Management Americas Inc., 345 Park Avenue
(at 51st Street), New York, New York 10154. Each
Stockholder of record at the close of business on the Record
Date will be entitled to one vote at the Special Meeting for
each share of the Fund’s common stock, $0.01 par value
per share (“Share”), held by such Stockholder on the
Record Date. Carrousel Capital, together with all of the
participants in this solicitation, beneficially owns an
aggregate of Shares which represents approximately 5.85% of the
Shares outstanding (based on the most recent Share information
publicly disclosed by the Fund). Carrousel Capital and all of
the participants intend to vote FOR the election of the
Independent Nominees to
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the Board and FOR the conversion of the Fund from a closed end
management company to an open end management company.
This solicitation is being made by Carrousel and not on
behalf of the Board or management of the Fund. To
Carrousel’s knowledge, there are no other matters scheduled
to be voted upon at the Special Meeting. In the event other
proposals are brought before the Special Meeting of which
Carrousel is not made aware within a reasonable amount of time
prior to the Special Meeting, the persons named as proxies in
the enclosed GOLD proxy card will vote on such matters in their
discretion.
Carrousel urges you to sign, date and return the GOLD proxy card
in favour of the election of the Independent Nominees and the
open ending of the Fund.
IMPORTANT
Your vote is important, no matter how many or how few Shares you
own. Carrousel urges you to sign, date and return the enclosed
GOLD proxy card today to vote FOR the election of the
Independent Nominees to the Board. Remember, you can vote for
the Independent Nominees only on the GOLD proxy card.
Carrousel urges you not to return any proxy card to the Fund.
Please make certain that the latest dated proxy you return is
the GOLD proxy card. Only your latest dated proxy counts.
Stockholders may revoke their proxies at any time prior to its
exercise by attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of
itself constitute revocation of a proxy) or by delivering a
written notice of revocation. The delivery of a subsequently
dated proxy that is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered
either to Carrousel, in care of Bruno Sangle-Ferriere, at
203-205 Brompton Road London SW3 1LA or to the Fund at 345 Park
Avenue, New York, New York 10154 or any other address provided
by the Fund. Although a revocation is effective if delivered to
the Fund, requests that either the original or photostatic
copies of all revocations be mailed to Carrousel, in care of
Bruno Sangle-Ferriere, at the address set forth above so that
Carrousel will be aware of all revocations.
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other instruction on the Record Date, only
it can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please sign, date and return your
GOLD proxy card in the envelope provided by your brokerage firm,
bank, bank nominee or other institution.
If you have any questions regarding your proxy, or need
assistance in voting your Shares, please call:
Morrow & Co., Inc.
445 Park Avenue
New York, New York 10022
Call toll free: 800-662-5200
Bankers and Brokers Call Collect: 212-754-8000
BACKGROUND TO SOLICITATION
Carrousel has been a stockholder in the Fund since July 18,
2003 and has consistently encouraged the Board to be committed
to good corporate governance as it believes this to be in the
best interests of Stockholders. The Board has blatantly ignored
this encouragement and has taken active steps to deprive
Stockholders of the right to vote on the composition of the
Board by repeatedly deferring the 2005 Annual Meeting.
The By-laws of the Fund, as re-stated as of May 10, 2004,
provide that the Annual Meeting of the Fund should take place in
July. On April 15, 2005, the Fund announced that the Board
had determined to hold the Annual Meeting in October, rather
than July, to enable the Fund time to complete, prior to the
Annual Meeting, its previously announced in-kind repurchase
offer.
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On June 30, 2005 Carrousel gave notice of its intention to
nominate independent directors at the Annual Meeting in October.
On July 26, 2005, the Board responded by announcing that
the Annual Meeting would be further deferred to
December 13, 2005 so that the results of the repurchase
offer would be known before the Board nominations were made.
The repurchase offer was withdrawn on August 25, being the
day the it was due to close, for reasons that have never been
fully explained. At this point the stated reason for the
deferral of the Annual Meeting was null and the Board should
have rescheduled the Annual Meeting for the earliest possible
date to explain why the repurchase offer had been withdrawn, how
the wasted costs that had been incurred by the Board were going
to be recovered and to involve Stockholders in debate on the
future direction of the Fund. The Board did not take this
action. Instead, it waited until September 20, when,
without any dialogue with Stockholders, it approved the
conversion of the Fund into an open end fund.
In the meantime, on September 9, 2005, Carrousel gave fresh
notice of its intention to nominate independent directors at the
deferred Annual Meeting on December 13, 2005. The Board
responded by announcing on October 28, 2005 that the
stockholder meeting previously called for December 13 would
be held in the form of a Special Meeting of Stockholders for the
sole purpose of considering a proposal to convert the Fund to
open end status. Carrousel wrote to the Board on
November 3, 2005 inviting the Board to reinstate the 2005
Annual Meeting on December 13 and on November 7 made
the nominations referred to below for consideration at the
Special Meeting.
Carrousel believes that its nominations of candidates for
election as directors at the Special Meeting are proper under
both Maryland law and the Fund’s By-laws. Specifically,
Section 2.11 of Article II of Fund’s By-laws
explicitly provides that a Stockholder may make nominations of
candidates for election as directors at any meeting. The
Fund, however, has indicated to Carrousel that it does not
believe that Carrousel has the right to propose nominations of
candidates for election as directors at the Special Meeting.
Carrousel disagrees with the Fund, and if the Fund does not
allow Carrousel to propose nominations of candidates for
election as directors at the Special Meeting, Carrousel intends
to take steps to ensure that its nominations of candidates for
election as directors are considered by the Fund’s
Stockholders, including, without limitation, taking appropriate
legal action and/or obtaining the support of additional
Stockholders to force the Secretary of the Fund to call a
Special Meeting of Stockholders to be held for the election of
directors. Even if the Fund does not allow Carrousel to
propose its nominations of candidates for election as directors
at the Special Meeting, Shares represented by properly executed
GOLD proxy cards will be submitted to the Fund and will voted at
the Special Meeting with respect to the proposal to convert the
Fund from a closed end management company to an open end
management company.
PROPOSAL 1
ELECTION OF DIRECTORS
The Directors Holding Over
The Board is divided into three classes of directors and each
class serves for three years with one class being elected each
year. At the 2004 Annual Meeting of Stockholders, the
Class III candidates for election as Directors
(Mr. Vincent Esposito, Mr. Ronaldo Nogueira and
Ms. Susan Purcell) did not receive the requisite vote to be
re-elected (i.e., a majority of the outstanding Shares) and, in
accordance with Maryland law and the Fund’s By-laws, are
holding over in office. On October 11, 2005,
Mr. Esposito resigned as a Class III Director and
Ms. Donna J Hrinak was elected to fill the Class III
vacancy created. On November 7, 2005, Carrousel Capital
nominated Francis Rupert Chad Lea, James Best and Gordon
Muir-Carby for election as directors at the Special Meeting.
Carrousel is soliciting your proxy in support of the election of
the Independent Nominees in place of Ms. Hrinak (who
replaced Mr. Esposito), Mr. Nogueira and
Ms. Purcell, the three Class III candidates for
election as Directors who did not receive the requisite vote to
be re-elected at the 2004 Annual Meeting and who are holding
over.
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If you wish to vote FOR the Independent Nominees, you can only
do so by completing and returning a GOLD proxy card.
Why You Should Vote For the Independent Nominees
Carrousel believes that the Board has had continuing disregard
for the interests of Stockholders. The poor corporate governance
record of the Board, which has already resulted in the
withdrawal of stockholder support, is demonstrated by the
following examples:
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Carrousel believes that the Board has acted without
justification and placed the Fund in breach of the By-laws in
deferring the 2005 Annual Meeting until June 2006 and
deprived Stockholders of the right to vote on the composition of
the Board. |
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Carrousel believes that the deferral of the Annual Meeting
violates Maryland Law and the rules of the New York Stock
Exchange, both of which require the Fund to hold an Annual
Meeting for the purpose of electing directors. |
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Carrousel believes that the continuing deferrals frustrate the
SEC’s goal of fostering shareholder access, particularly in
light of the fact that the Board’s candidates at the
2004 Annual Meeting were not re-elected. |
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Carrousel considers that Robert Callander, the Chairman of the
Fund, has behaved in a completely inappropriate manner in
ignoring the retirement policy that was established by the Board
and continuing in office past the age established by the
Board’s retirement policy. |
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Carrousel believes that the Fund’s current directors are
too closely tied to DeIM to be truly independent and that,
perhaps as a result, the Board has consistently failed to take
the necessary steps to narrow the discount to net asset value at
which the Shares trade until forced to do so by Stockholders and
then has failed to consult with Stockholders on the steps that
it proposes to take. |
The Independent Nominees have indicated to Carrousel that, as
directors of the Fund, they will review all aspects of the
corporate governance of the Fund and that, unlike the current
members of the Board, they will not accept any invitation from
DeIM to serve on the board of directors of any other closed-end
fund currently managed by DeIM or accept fees directly from
DeIM, or from Carrousel, while serving as a director of the Fund.
The Independent Nominees
The Independent Nominees, Francis Rupert Chad Lea, James Best
and Gordon Muir Carby, have extensive experience in emerging
markets and the closed-end fund industry.
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The following table sets forth certain information regarding the
Independent Nominees. This information has been furnished to
Carrousel by the Independent Nominees.
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Principal Occupation |
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and Business Experience |
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Directorships in |
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During the Last Five Years |
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Publicly Held Companies |
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Francis Rupert Chad Lea Age: 47
Business Address: 1 Bow Church Yard,
London EC4N 9DQ, England
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Financial Consultant, MSS Capital Limited, an investment
adviser (2003 to present); Sales Consultant, Laxey Partners (UK)
Limited, an investment management company (2000-2003); Director,
Head of Equities, Closed End Funds, ABN Amro (1999-2000) |
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Director of the Thai Prime Fund Limited (2004 to present) |
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James Best Age: 57
Business Address: 63 Chandos Place,
London, WC2, England
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Financial Consultant, Best & Company, an investment
adviser (2004-present); Managing Director, UBS, an international
bank (2000-2004) |
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None |
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Gordon Muir-Carby Age: 50
Business Address: 1 Berkeley Street,
London, W1J 8DS
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Chairman, Muir & Co Ltd, a corporate finance firm (2003
to present); Chairman, Metropol (UK) Limited (2000-2003), a
brokerage firm; Head of European Emerging Markets, HSBC, an
international bank (1997-2000) |
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The Independent Nominees (a) will be completely independent
from Carrousel while serving as directors of the Fund,
(b) will not receive any compensation from Carrousel for
their services as directors of the Fund, (c) do not have an
equity interest in Carrousel, and (d) have been nominated
to serve the interests of all of the Stockholders (not just the
interests of Carrousel).
Carrousel has entered into Indemnification Agreements with each
of the Independent Nominees, which indemnify each of them with
respect to this nomination, and, pursuant to that certain
Consultancy Agreement (the “Consultancy Agreement”)
dated April 5, 2004 among Carrousel Capital,
Mr. Sangle-Ferriere, Lea Green Ltd and Mr. Lea, Lea
Green Limited (an entity of which Mr. Lea is the sole
beneficiary) has agreed to assist Carrousel Capital in seeking
to cause the Fund to take certain corporate actions with a view
to enhancing Stockholder value.
Each of the Independent Nominees has executed a written consent
agreeing to be a nominee for election to the Board and to serve
as a director if so elected. None of the Independent Nominees
has been convicted in an criminal proceedings (excluding traffic
violations or similar misdemeanours) over the past ten years.
Additional information about the other participants in this
solicitation is set forth in Schedule I hereto and is
incorporated herein by reference.
None of the Independent Nominees beneficially owns any Shares of
the Fund and none of the Independent Nominees is an
“interested person” of the Fund within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940, as
amended.
Neither Carrousel nor any of the Independent Nominees is a party
adverse to the Fund or any of its subsidiaries in any material
pending legal proceedings.
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The following table sets forth the dollar range of equity
securities beneficially owned by each Independent Nominee in the
Fund and in all registered investment companies to be overseen
by the Independent Nominees within the Fund’s family of
investment companies as of November 2005:
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Aggregate dollar range of equity securities |
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Dollar range of | |
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in all registered investment companies to be |
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equity securities | |
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overseen by the Independent Nominees within |
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in the Fund | |
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the Fund’s family of investment companies |
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Francis Rupert Chad Lea
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None |
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None |
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James Best
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None |
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None |
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Gordon Muir-Carby
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None |
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None |
Carrousel does not expect that the Independent Nominees will be
unable to stand for election but, in the event that any such
person is unable to do so or for good cause will not serve, and
Carrousel does not learn of this circumstance a reasonable time
before the Special Meeting, the Shares represented by the
enclosed GOLD proxy card will be voted for substitute
Independent Nominees (who would be named after the solicitation
of proxies).
Other Information
The Fund’s proxy statement contains information regarding
ownership of Shares by directors and executive officers of the
Fund and by other persons who own more than 5% of the
outstanding Shares. We urge you to review the Fund’s proxy
materials concerning these matters.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE INDEPENDENT
NOMINEES ON THIS ENCLOSED GOLD PROXY CARD
PROPOSAL 2
THE CONVERSION OF THE FUND FROM
A CLOSED END FUND COMPANY TO AN OPEN END
Carrousel supports the proposal that has been made by the Board
to convert the Fund from a closed end fund to open end fund
including in connection therewith (i) changing the
subclassification of the Fund from that of a closed end
management company to an open end management company and
(ii) amending and restating the Articles of Incorporation
of the Fund. The Fund’s Proxy Statement contains the
background to and detail on the proposal, its benefits and
disadvantages. The principal benefits of the proposal, which
benefit all Stockholders equally including Carrousel, are that
open ending is the most effective way of (i) eliminating
the discount and (ii) offering more liquidity to
Stockholders with respect to their investment in the Fund.
Carrousel believes that the open ending of the Fund is in the
best interest of all Stockholders for the reasons set out in its
previous filings and supports the proposal.
YOU ARE URGED TO VOTE “FOR” THE BOARD’S
PROPOSAL FOR THE CONVERSION OF THE FUND FROM A CLOSED END
MANAGEMENT COMPANY TO AN OPEN END MANAGEMENT COMPANY
CARROUSEL’S RECOMMENDATIONS
Carrousel is soliciting proxies FOR the election of the
Independent Nominees and supports the Board proposal for the
open ending of the Fund. To Carrousel’s knowledge, there
are no other matters scheduled to be voted upon at the Special
Meeting. In the event other proposals are brought before the
Special Meeting of which Carrousel is not made aware within a
reasonable amount of time prior to the Special Meeting, the
persons named as proxies in the enclosed GOLD proxy card will
vote on such matters in their discretion.
YOU ARE URGED TO VOTE “FOR” THE ELECTION OF THE
INDEPENDENT NOMINEES TO THE BOARD ON THE ENCLOSED GOLD PROXY
CARD. REMEMBER, YOU CAN VOTE FOR THE INDEPENDENT NOMINEES ONLY
ON THE GOLD PROXY CARD.
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WE URGE YOU NOT TO RETURN ANY PROXY CARD TO THE FUND. PLEASE
MAKE CERTAIN THAT THE LATEST DATED PROXY YOU RETURN IS THE GOLD
PROXY CARD. ONLY YOUR LATEST DATED PROXY COUNTS.
VOTING AND PROXY PROCEDURES
Only Stockholders of record on the Record Date will be entitled
to notice of and to vote at the Special Meeting. Based on
publicly available information, Carrousel believes that the only
outstanding class of securities of the Fund entitled to vote at
the Special Meeting is the Shares. Each Share is entitled to one
vote on each matter as may properly be brought before the
Special Meeting. According to the Fund’s proxy statement
relating to the Special Meeting, there were
16,241,288 Shares issued and outstanding as of the Record
Date.
The presence at the Special Meeting, in person or by proxy, of
Stockholders holding a majority of the votes entitled to be cast
will constitute a quorum for the transaction of business. If a
quorum is present at the Special Meeting, the election of each
of the Independent Nominees requires the affirmative vote of a
majority of the Shares present in person or by proxy and
entitled to vote at the Special Meeting. Approval of the
Board’s proposal for the conversion of the Fund from
closed-end management company to an open end management company
will require the affirmative vote of the holders of
three-quarters of the outstanding Shares. Abstentions will be
counted as Shares present at the Special Meeting for quorum
purposes but not voting and will have the same effect as votes
cast against the proposals.
Shares represented by properly executed GOLD proxy cards
will be voted at the Special Meeting as marked and, in the
absence of specific instructions, will be voted:
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FOR the election of the Independent Nominees to the Board; |
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FOR the conversion of the Fund from a closed end management
company to an open end management company; and |
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in the discretion of the persons named as proxies, on all other
matters as may properly come before the Special Meeting of which
Carrousel is not made aware within a reasonable amount of time
prior to the Special Meeting. |
Carrousel recommends that Stockholders vote FOR the election of
the Independent Nominees and FOR the Board proposal for the open
ending of the Fund.
Stockholders may revoke their proxies at any time prior to its
exercise by attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of
itself constitute revocation of a proxy) or by delivering a
written notice of revocation. The delivery of a subsequently
dated proxy that is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered
either to Carrousel, in care of Bruno Sangle-Ferriere, at
203-205 Brompton Road, London SW3 1LA or to the Fund at 345 Park
Avenue, New York, New York 10154 or any other address provided
by the Fund. Although a revocation is effective if delivered to
the Fund, requests that either the original or photostatic
copies of all revocations be mailed to Carrousel, in care of
Bruno Sangle-Ferriere, at the address set forth above so that
Carrousel will be aware of all revocations.
CARROUSEL RECOMMENDS THAT YOU VOTE “FOR” THE
ELECTION OF THE INDEPENDENT NOMINEES TO THE BOARD ON THE
ENCLOSED GOLD PROXY CARD.
CARROUSEL SUPPORTS THE BOARD PROPOSAL ON THE CONVERSION
OF THE FUND FROM A CLOSED END MANAGEMENT COMPANY TO AN OPEN END
MANAGEMENT COMPANY AND URGES YOU TO VOTE “FOR” THIS
PROPOSAL ON THE GOLD PROXY CARD.
EVEN IF THE FUND DOES NOT ALLOW CARROUSEL TO PROPOSE ITS
NOMINATIONS OF CANDIDATES FOR ELECTION AS DIRECTORS AT THE
SPECIAL MEETING, SHARES REPRESENTED BY PROPERLY EXECUTED GOLD
PROXY CARDS WILL BE SUBMITTED TO THE FUND AND WILL VOTED AT THE
SPECIAL MEETING WITH RESPECT TO THE PROPO-
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SAL TO CONVERT THE FUND FROM A CLOSED END MANAGEMENT
COMPANY TO AN OPEN END MANAGEMENT COMPANY.
IF YOU WISH TO VOTE, PLEASE SIGN, DATE AND RETURN PROMPTLY
THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED. A GOLD PROXY CARD THAT IS RETURNED TO CARROUSEL WILL
BE VOTED AS THE STOCKHOLDER INDICATES THEREON. IF A GOLD PROXY
CARD IS RETURNED WITHOUT A VOTE INDICATED THEREON, IT WILL BE
VOTED FOR THE ELECTION OF THE INDEPENDENT NOMINEES TO THE
BOARD.
SOLICITATION OF PROXIES
Carrousel is making the solicitation of proxies pursuant to this
proxy statement. Proxies may be solicited by mail, facsimile,
telephone, telegraph, internet, e-mail, in person and by
advertisements. It is anticipated that each of Bruno
Sangle-Ferriere and Francis Rupert Chad Lea will solicit
Stockholders for Carrousel. Mr. Sangle-Ferriere or
Mr. Lea will not receive additional compensation for such
solicitation except for the compensation paid to Lea Green Ltd
under the Consultancy Agreement.
Carrousel has retained Morrow & Co., Inc. for
solicitation and advisory services in connection with this
solicitation, for which Morrow & Co., Inc. will receive
a fee not to exceed $45,000 together with reimbursement for its
reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Morrow &
Co., Inc. will solicit proxies from individuals, brokers, banks,
bank nominees and other institutional holders. Carrousel has
requested banks, brokerage houses and other custodians, nominees
and fiduciaries to forward all solicitation materials to the
beneficial owners of the Shares they hold of record. Carrousel
will reimburse these record holders for their reasonable
out-of-pocket expenses in so doing. It is anticipated that
Morrow & Co., Inc. will employ approximately 25 persons
to solicit Stockholders for the Special Meeting.
Carrousel does not intend to seek reimbursement of the costs of
this solicitation for the Fund.
OTHER INFORMATION
According to the Fund’s proxy statement, if a Stockholder
wishes to submit proposals for inclusion in the Fund’s
Proxy Statement for the next meeting of Stockholders of the
Fund, the Stockholder should send its written proposals to
Carole Coleman, Secretary of the Fund, c/o Deutsche
Investment Management Americas Inc., at 345 Park Avenue,
Mailstop NYC 20-2799, New York,
New York 10154. In the event that the open ending is
not approved, proposals for inclusion in the Fund’s Proxy
Statement for the next Annual Meeting should be submitted by
April 1, 2006. In the event that the open ending is
approved, proposals for inclusion of the Fund’s Proxy
Statement should be submitted a reasonable time prior to the
date of the meeting of shareholders to be considered for
inclusion in the materials for a Fund’s meeting. The timely
submission of a proposal does not guarantee its inclusion.
For nominations of candidates for election as Directors (other
than nominations made by or at the recommendation of the
Directors) or other business to be properly brought before the
annual meeting by a Stockholder, the Stockholder must comply
with the Fund’s by-laws, by which, among other things,
require that the Stockholder must give timely notice thereof in
writing to the Secretary of the Fund, the Stockholder must be a
Stockholder of record, and the notice must contain the
information about the nomination or other business that is
required by the Fund’s by-laws. To be timely, any such
notice must be delivered to or mailed by certified mail, return
receipt requested, and received at the principal executive
offices of the Fund not later than 90 days nor more than
120 days prior to the date of the meeting; provided,
however, that if less than 100 days notice or prior public
disclosure is given or made to Stockholders, any such notice by
a Stockholder to be timely must be so received not later than
the close of business on the 10th day following the earlier
of the day on which such notice of the date of the Annual or
Special Meeting was given or such public disclosure was made.
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CERTAIN INFORMATION ABOUT THE FUND
The Brazil Fund, Inc. is a Maryland corporation with its
principal executive office located at 345 Park Avenue, New
York, New York 10154. The Fund is subject to the information
requirements of the Securities Exchange Act of 1934, as amended,
and in accordance therewith is required to file reports, proxy
statements and other information with the SEC. Reports,
registration statements, proxy statements and other information
filed by the Fund with SEC can be inspected and copied at the
public reference facilities maintained by the SEC at Judiciary
Plaza, 450 Fifth Street, N.W. Room 1024,
Washington, DC 20549. Documents filed electronically
by the Fund are also available at the SEC’s Web site
(http://www.sec.gov).
In addition to the information contained in the Fund’s
proxy statement as discussed under the caption “Election of
Directors”, the Fund’s proxy statement contains
information regarding:
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number of Shares outstanding as of the record date; |
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establishment of a quorum; |
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vote required for the adoption of the Board’s proposal for
the open ending of the Fund; |
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treatment of abstentions and “broker non-votes”; |
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admission requirements for the Special Meeting; |
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identity of the Fund’s investment advisers, managers,
distributors and/or administrators; |
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revocability of proxies; and |
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requirements regarding the submission of Stockholder proposals
to be considered for inclusion in the Fund’s proxy
statement for the next meeting of Stockholders and for the next
annual meeting of Stockholders. |
Carrousel assumes no responsibility for the accuracy or
completeness of any such information.
OTHER MATTERS AND ADDITIONAL INFORMATION
Carrousel is unaware of any other matters to be considered at
the Special Meeting. Should other proposals be brought before
the Special Meeting of which Carrousel is not made aware within
a reasonable amount of time prior to the Special Meeting, the
persons named as proxies on the enclosed GOLD proxy card
will vote on such matters in their discretion.
VOTE GOLD!
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CARROUSEL CAPITAL LIMITED |
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(on behalf of itself and as attorney-in-fact for the
participants in this solicitation) |
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Bruno Sangle-Ferriere, Director |
December 8, 2005
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SCHEDULE I
INFORMATION ABOUT PARTICIPANTS
Carrousel Capital is soliciting proxies on behalf of itself and
two of its managed companies, Carrousel Fund I and
Carrousel Fund II. Bruno Sangle-Ferriere may be deemed to
be a participant in this solicitation by virtue of his ownership
of Carrousel Capital. By virtue of their roles as the
Independent Nominees, Messrs Lea, Best and Muir-Carby may
be deemed participants in this solicitation. Similar information
for the Independent Nominees to the information contained in
this Schedule is located under the caption “Election of
Directors — The Independent Nominees” of this
Proxy Statement, which information is incorporated by reference
into this Schedule I.
Carrousel Fund I
Carrousel Fund I is an investment company organised 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 shares of Carrousel
Fund I are listed on the Irish Stock Exchange. 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. As of the date of the
mailing of this proxy statement, Carrousel Fund I is the
beneficial owner of 478,900 Shares.
Carrousel Fund II
Carrousel Fund II is a private investment company organised
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. As of the date of the
mailing of this proxy statement, Carrousel Fund II is the
beneficial owner of 470,400 Shares.
Carrousel Capital
Carrousel Capital is organised under 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 Capital 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
Capital’s principal business and principal office is
203-205 Brompton Road, London, SW3 1LA. As of the date
of the mailing of this proxy statement, Carrousel Capital is the
beneficial owner of 949,485 Shares (representing Carrousel
Fund I’s 478,900 Shares, Carrousel
Fund II’s 470,400 Shares and 185 Shares held
directly by Carrousel Capital).
Bruno Sangle-Ferriere
Bruno Sangle-Ferriere owns 50% of the outstanding equity of
Carrousel Capital and 100% of the voting equity of Carrousel
Capital. Bruno 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 Limited. His business address is
203-205 Brompton Road, London, SW3 1LA. As of the date
of mailing of this proxy statement, Bruno Sangle-Ferriere is the
beneficial owner of 949,485 Shares (representing Carrousel
Fund I’s 478,900 Shares, Carrousel
Fund II’s 470,400 Shares and Carrousel
Capital’s 185 Shares).
None of the participants in this solicitation has been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanours) over the past ten years.
Except as described in the immediately succeeding sentence, none
of the participants in this solicitation is, or was within the
past year, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Fund
including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the
giving or
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withholding of proxies. Carrousel Capital is the exclusive
investment manager to Carrousel Fund I and Carrousel
Fund II pursuant to certain agreements dated June 2003 and
September 2003 respectively.
None of the participants in this solicitation nor any of their
associates have any arrangement or understanding with any person
with respect to any future employment by the Fund or its
affiliates or with respect to any future transactions to which
the Fund or any of its affiliates will or may be a party.
IMPORTANT!
Your vote is important. No matter how many Shares you own,
please give Carrousel your proxy FOR the election of the
Independent Nominees to the Board by:
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1. signing the enclosed GOLD proxy card; |
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2. dating the enclosed GOLD proxy card; and |
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3. mailing the enclosed GOLD proxy card today in the
envelope provided (no postage is required if mailed in the
United States). |
If any of your Shares are held in the name of a brokerage firm,
bank nominee or other institution, only it can vote such Shares
and only upon receipt of your specific instructions.
Accordingly, please sign, date and return your GOLD proxy card
in the envelope and contact the person responsible for your
account and instruct that person to execute the GOLD proxy card
representing your Shares. Carrousel urges you to confirm in
writing your instructions to Carrousel at the address provided
below so that Carrousel will be aware of all instructions given
and can attempt to ensure that such instructions are followed.
PLEASE DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU
BY THE FUND AS IT MAY REVOKE YOUR PREVIOUS PROXY.
REMEMBER, ONLY YOUR LATEST DATED PROXY COUNTS.
If you have any questions or require any additional information
concerning this proxy statement, please contact Carrousel’s
proxy solicitor, Morrow & Co., Inc., at the address set
forth below:
Morrow & Co.
445 Park Avenue,
New York,
New York 10022
Call toll free: 800-662-5200
Bankers and Brokers call collect: 212-754-8000
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THE BRAZIL FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON
BEHALF OF CARROUSEL
AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS
OR MANAGEMENT OF THE BRAZIL
FUND, INC.
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The undersigned appoints Bruno
Sangle-Ferriere and Jonathan H. Cole, each of them, attorneys
and agents with full power of substitution to vote, as
designated below, all shares of Common Stock of the Brazil Fund,
Inc. (the “Fund”) which the undersigned would be
entitled to vote if personally present at the Special Meeting of
Stockholders of the Fund to be held on December 13, 2005,
and at any adjournments or postponements thereof and at any
special meeting called in lieu thereof.
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to the shares of
Common Stock of the Fund held by the undersigned, and hereby
ratifies and confirms all action the herein named attorneys and
proxies, their substitutes, or any of them may lawfully take by
virtue hereof.
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(Continued and to be signed on the
reverse side)
▲ TO VOTE BY MAIL, PLEASE
DETACH HERE ▲
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Please mark
vote as in
this example
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CARROUSEL RECOMMENDS A VOTE FOR THE
ELECTION OF THE INDEPENDENT NOMINEES TO THE BOARD AND FOR THE
BOARD PROPOSAL ON THE CONVERSION OF THE STATUS OF THE FUND
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1.
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ELECTION OF FRANCIS RUPERT CHAD
LEA, JAMES BEST AND GORDON MUIR-CARBY (THE INDEPENDENT
NOMINEES): To elect as Class III directors of the Fund to
serve until the year 2007 Annual Meeting in place of
Ms. Hrinak (who replaced Mr. Esposito),
Mr. Nogueira and Ms. Purcell, the three Class III
candidates for election as Directors who did not receive the
requisite vote at the 2004 Annual Meeting and are holding over.
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3.
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In their discretion, the herein
named attorneys and proxies are authorised to vote upon such
other matters as may properly come before the Special Meeting,
of which such persons are not made aware within a reasonable
period of time prior to the Special Meeting.
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FOR ALL
NOMINEES
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WITHHOLD AUTHORITY TO
VOTE FOR ALL
NOMINEES
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FOR ALL EXCEPT
NOMINEE(S)
WRITTEN BELOW
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PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOU
SIGN AND RETURN THE ENCLOSED PROXY CARD, AND DO NOT DIRECT HOW
THE PROXY IS TO BE VOTED, THE PROXY WILL BE VOTED FOR THE
ELECTION OF THE INDEPENDENT NOMINEES TO THE BOARD AND FOR THE
OPEN ENDING OF THE FUND.
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2.
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APPROVAL OF THE BOARD’S
PROPOSAL FOR THE CONVERSION OF THE FUND FROM A CLOSED END
MANAGEMENT COMPANY TO AN OPEN END MANAGEMENT COMPANY
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Dated
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FOR
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(Signature)
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(Signature if held jointly) (Title)
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WHEN SHARES ARE HELD JOINTLY, JOINT
OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
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IMPORTANT!
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PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
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IF YOU NEED ASSISTANCE WITH THIS
PROXY CARD, PLEASE CALL MORROW & CO., INC., TOLL FREE
AT 800 662 5200.
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▲ TO VOTE BY MAIL, PLEASE
DETACH HERE ▲