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           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

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                              THE BRAZIL FUND, INC.
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                (Name of Registrant as Specified In its Charter)

                             CARROUSEL CAPITAL LTD.
                             THE CARROUSEL FUND LTD.
                          THE CARROUSEL FUND II LIMITED
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                             CARROUSEL CAPITAL LTD.
                              203-205 Brompton Road
                                 London SW3 1LA
                    Tel: 44 20 7823 7044 Fax: 44 20 7591 3829



                                                         June 29, 2004

Dear Fellow Stockholder:



     Thank you for taking the time to speak with me about The Brazil Fund, Inc.
(the "Fund"). To summarize our conversation, Carrousel believes that the Fund's
Board of Directors (the "Board") should have a stronger commitment to good
corporate governance and should provide the Fund's stockholders with a better
means for maximizing the value and liquidity of their shares. Carrousel believes
that the following two actions taken by the Board do not reflect the kind of
corporate governance that Carrousel supports. First, in February 2004, the
Board, without stockholder approval, raised the requirement for calling a
special meeting of stockholders from 25% to 50% of the outstanding shares
(which, as you know, is a level that is far more difficult to achieve). Second,
the Fund rejected Carrousel's proposal to nominate three persons for election to
the Board based on, what Carrousel believes to be, a mere technicality.

     If the Fund's nominees are not elected to a new term at the Fund's upcoming
annual meeting, Carrousel believes that such an outcome may cause the Board to
be more committed to good corporate governance and providing the Fund's
stockholders with a means for maximizing the value and liquidity of their
shares. Carrousel recommends that you vote to withhold authority for the
election of each of the Fund's nominees to the Board.

     For your convenience, enclosed please find a copy of Carrousel's definitive
proxy statement that was mailed to the Fund's stockholders on or about June 10,
2004. Thank you for your consideration.


                                              Sincerely yours,

                                              /s/ Bruno Sangle-Ferriere
                                              -------------------------
                                              Bruno Sangle-Ferriere
                                              Director
                                              Carrousel Capital Ltd.