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Everlight Capital Latin American Opportunities Fund, LLC o/b/o Everlight Capital Brazil Fund (Series A) Don9/13/12

On: Thursday, 9/13/12, at 2:58pm ET Effective: 9/13/12 Accession #: 1558004-12-1 File #: 21-184101

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  As Of                Filer                Filing    ForOnAs Docs:Size

 9/13/12  Everlight Cap Latin American...A) D           9/13/12    1:6K

Notice of an Offering of Securities Made Without Registration Form D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: D           Notice of an Offering of Securities Made Without    HTML      7K 
                          Registration -- primary_doc.xml/7.6                    





This document is an XML File that may be rendered in various formats:

Form DPlain TextEDGAR SystemSEC WebsiteXML Listing<?xml?> File


The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
1558004 
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
X Other (Specify)

Series LLC
Name of Issuer
Everlight Capital Latin American Opportunities Fund, LLC o/b/o Everlight Capital Brazil Fund (Series A)
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Everlight Capital Latin American Opportunities Fund, LLC o/b/o Everlight Capital Brazil Fund (Series A)
Street Address 1 Street Address 2
C/O EVERLIGHT ADVISORS 25 WEST 45TH STREET, SUITE 406
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10036 212-729-4551

3. Related Persons

Last Name First Name Middle Name
Sherman Declan
Street Address 1 Street Address 2
c/o Everlight Advisors 25 West 45th Street, Suite 406
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director
Last Name First Name Middle Name
Kibble Matthew
Street Address 1 Street Address 2
c/o Everlight Advisors 25 West 45th Street, Suite 406
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10036
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
 Banking & Financial Services

Commercial Banking
Insurance
Investing
Investment Banking
X Pooled Investment Fund

X Hedge Fund
Private Equity Fund
Venture Capital Fund
Other Investment Fund
 Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No
Other Banking & Financial Services
Business Services
 Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy
 Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care
Manufacturing
 Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate
Retailing
Restaurants
 Technology

Computers

Telecommunications

Other Technology
 Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose X Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 505
Rule 504 (b)(1)(i) X Rule 506
Rule 504 (b)(1)(ii) Securities Act Section 4(6)
Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

X New Notice  Date of First Sale  X First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? 
X Yes No

9. Type(s) of Securities Offered (select all that apply)

Equity X Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)
 

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? 
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $500,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check All States or check individual States
All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount  USD
or X Indefinite
Total Amount Sold $0 USD
Total Remaining to be Sold  USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
 Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

 $0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Everlight Capital Latin American Opportunities Fund, LLC o/b/o Everlight Capital Brazil Fund (Series A) Declan Sherman Declan Sherman Managing Director of General Partner 9/13/12

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


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