[Letterhead of The Brazil Fund, Inc.]
February 22, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: John Grzeskiewicz
The Brazil Fund, Inc.
Registration Statement on Form N-1A
File Nos. 811-05269 and 333-130463
Dear Mr. Grzeskiewicz:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, application is hereby made
by The Brazil Fund, Inc. (the Registrant) to withdraw its Registration Statement on Form N-1A,
filed with the Securities and Exchange Commission on December 19, 2005 (the Registration
Statement).
The Registrant is withdrawing the Registration Statement because its proposal to convert into
an open-end investment company was not approved at a meeting of its shareholders adjourned to February
17, 2006. None of the securities covered by the Registration Statement were offered or sold. The
Registrant intends to continue operating as a closed-end investment company.
Please provide the Registrant and the Registrants counsel, Bruce Schindler, Esq., Debevoise &
Plimpton LLP, 919 Third Avenue, New York, NY 10022 with a copy of the order granting withdrawal of
the Registration Statement as soon as it is available.
If you have any questions regarding this application, please contact Mr. Schindler at (212)
909-6154.
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Sincerely,
THE BRAZIL FUND, INC.
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By: |
/s/ John Millette
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John Millette, |
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Secretary |
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