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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE BRAZIL FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity 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.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[LOGO] 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Brazil Fund, Inc. May 20, 2002
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To the Stockholders:
The Annual Meeting of Stockholders of The Brazil Fund, Inc. (the "Fund") is to
be held at 10:45 a.m., Eastern time, on Wednesday, July 10, 2002 at the offices
of Deutsche Investment Management Americas Inc., part of Deutsche Asset
Management, 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154. Stockholders who are unable to attend this meeting are strongly
encouraged to vote by proxy, which is customary in corporate meetings of this
kind. A Proxy Statement regarding the meeting, a proxy card for your vote at the
meeting and an envelope -- postage prepaid -- in which to return your proxy are
enclosed.
At the Annual Meeting the stockholders will elect three Directors. In addition,
the stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of the three nominees for
Directors.
Respectfully,
/s/Nicholas Bratt /s/Juris Padegs
Nicholas Bratt Juris Padegs
President Chairman of the Board
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STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
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THE BRAZIL FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Brazil Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Brazil Fund,
Inc. (the "Fund") has been called to be held at the offices of Deutsche
Investment Management Americas Inc., part of Deutsche Asset Management, 25th
Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
July 10, 2002 at 10:45 a.m., Eastern time, for the following purpose:
To elect three Directors of the Fund to hold office for a term of three years or
until their respective successors shall have been duly elected and qualified.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on May 10, 2002 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
/s/John Millette
John Millette, Secretary
May 20, 2002
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IMPORTANT -- We urge you to sign and date the enclosed proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
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PROXY STATEMENT
General
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Brazil Fund, Inc. (the "Fund") for use at the
Annual Meeting of Stockholders, to be held at the offices of Deutsche Investment
Management Americas Inc., formerly known as Zurich Scudder Investments, Inc.
("DeIM" or the "Investment Manager"), part of Deutsche Asset Management, 25th
Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
July 10, 2002 at 10:45 a.m., Eastern time, and at any adjournments thereof
(collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are first
being mailed to stockholders on or about May 20, 2002, or as soon as practicable
thereafter. Any stockholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the Fund, 345
Park Avenue, New York, New York 10154) or in person at the Meeting, by executing
a superseding proxy or by submitting a notice of revocation to the Fund. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, for each proposal
referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will have
no other effect on, the vote for the proposal which requires the approval of a
majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business on
May 10, 2002 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments. There were 16,450,120 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight relevant
information, including investment results and a review of portfolio changes. You
may receive an additional copy of the annual report for the fiscal year ended
June 30, 2001 and a copy of the semiannual report for the six-month period ended
December 31, 2001, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
1
PROPOSAL: ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of contrary
instructions, to vote all proxies for the election of the three nominees listed
below as Directors of the Fund to serve for a term of three years, or until
their respective successors are duly elected and qualified. All nominees have
consented to stand for election and to serve if elected. If any such nominee
should be unable to serve, an event not now anticipated, the proxies will be
voted for such person, if any, as shall be designated by the Board of Directors
to replace any such nominee. For election of Directors of the Meeting, the Board
of Directors has approved the nomination of the individuals listed below.
Information Concerning Nominees
The following table sets forth certain information concerning each of the three
nominees as a Director of the Fund. Each of the nominees is now a Director of
the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
Class I -- Nominees to serve until 2005 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Interested Director Companies Director 30, 2002^1 Companies as of April 30, 2002^1
-------------------------------------------------------------------------------------------------------------
Nicholas Bratt (53)*+ President (since 1987); 2001++ $50,001- Over $100,000
c/o Deutsche Investment Managing Director of $100,000
Management DeIM; Director, Korea
Americas Inc. Society (private
345 Park Avenue society). Mr. Bratt
New York, NY 10154 serves on the boards of
certain other funds
managed by DeIM.
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2
Class I -- Nominees to serve until 2005 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Noninterested Directors Companies Director 30, 2002^1 Companies as of April 30, 2002^1
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William H. Luers (73) President and Chief 1997 $10,001- $10,001-$50,000
c/o Deutsche Investment Executive Officer, $50,000
Management United Nations
Americas Inc. Association; Director:
345 Park Avenue IDEX Corporation (liquid
New York, NY 10154 handling equipment
manufacturer), Wickes
Lumber Company (building
materials), American
Online Latin America,
The Eurasia Foundation,
The Gilman Foundation;
Member: Advisory Board,
The Trust for Mutual
Understanding; Member,
Executive Committee and
Board of Directors,
Institute for East-West
Studies; Chairman, "St.
Petersburg 2003
Committee" of Citizens
Exchange Council;
Trustee: Rockefeller
Brothers Fund, Trustee
Advisory Council --
Appeal of Conscience
Foundation; formerly,
President, Metropolitan
Museum of Art (1986-1999)
(retired), Director,
StoryFirst Communications,
Inc. (owns television and
radio stations in Russia
and Ukraine)(1996-1999).
Mr. Luers serves on the
boards of certain other
funds managed by DeIM.
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3
Class I -- Nominees to serve until 2005 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Noninterested Directors Companies Director 30, 2002^1 Companies as of April 30, 2002^1
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Kesop Yun (57) Professor (formerly 2001 None None
c/o Deutsche Investment Dean, 1999-2001),
Management College of Business
Americas Inc. Administration, Seoul
345 Park Avenue National University,
New York, NY 10154 Seoul, Korea;
Director, The Korea
Liberalisation Fund,
Inc. (U.K.)
(1996-2000); Visiting
Professor of London
Business School
(1997-98); President,
Korea Securities &
Economy Institute
(1994-95); President,
Korea Tax Association
(1994-95). Mr. Yun
serves on the boards
of certain other funds
managed by DeIM.
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4
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, with each Director serving
for a term of three years. The terms of the Class II and III Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes, including Mr. Hale, who has been appointed by the
current Directors to serve as a Class III Director, effective immediately
following the Meeting.
Class II -- Directors to serve until 2003 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Noninterested Directors Companies Director 30, 2002^1 Companies as of April 30, 2002^1
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Robert J. Callander (71) Retired Vice 2000 $10,001- $50,001-$100,000
c/o Deutsche Investment Chairman, Chemical $50,000
Management Banking Corporation;
Americas Inc. Director, ARAMARK
345 Park Avenue Corporation (food
New York, NY 10154 service) and Omnicom
Group, Inc. (advertising);
Member, Council on
Foreign Relations;
Managing Director,
Metropolitan Opera
Association;
Previously Visiting
Professor/Executive-
in-Residence, Columbia
University Business School;
Formerly, Director, Barnes
Group, Inc. (manufacturing)
(until April 2001). Mr.
Callander serves on the
boards of certain other
funds managed by DeIM.
Kenneth C. Froewiss (56) Clinical Professor of $10,001- $50,001-$100,000
c/o Deutsche Investment 1997 Finance, Stern School $50,000
Management of Business, New York
Americas Inc. University; Managing
345 Park Avenue Director, J.P. Morgan
New York, NY 10154 (investment banking
firm) (until 1996).
Mr. Froewiss serves on
the boards of certain other
funds managed by DeIM.
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5
Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Interested Director Companies Director 30, 2002^1 Companies as of April 30, 2002^1
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Richard T. Hale (56)*+ Managing Director, 2002+++ None $10,001-$50,000
c/o Deutsche Investment Deutsche Bank
Management Americas Inc. Securities Inc.
345 Park Avenue (formerly DB Alex.
New York, NY 10154 Brown LLC) and Deutsche
Asset Management
Americas; Director and
President, Investment
Company Capital Corp.
(registered investment
advisor); Chartered
Financial Analyst.
Formerly, Director, ISI
Family of Funds
(registered investment
companies). Mr. Hale
serves as President
and/or on the boards of
certain other funds
managed by DeIM.
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Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Noninterested Directors Companies Director 30, 2002^1 Companies as of April 30, 2002^1
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Ronaldo A. da Frota Director and Chief 1987 $50,001- Over $100,000
Nogueira (63) Executive Officer, IMF $100,000
c/o Deutsche Investment Editora Ltda.
Management (financial publisher);
Americas Inc. Director, Brazilian
345 Park Avenue Association of
New York, NY 10154 Securities Analysts
(ABAMEC-Brazil);
Member, Board of
Association of
Certified International
Investment Analysts
(ACIIA). Mr. Nogueira
serves on the boards of
certain other funds
managed by DeIM.
6
Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of April Director in Family of Investment
Noninterested Directors Companies Director 30, 2002^1 Companies as of April 30, 2002^1
-------------------------------------------------------------------------------------------------------------
Susan Kaufman Vice President, Council 2001 None None
Purcell (59) of the Americas; Vice
c/o Deutsche Investment President, Americas
Management Society; Director,
Americas Inc. Valero Energy Corp.,
345 Park Avenue Freedom House,
New York, NY 10154 Women's Foreign Policy
Group, Foundation for
Management Education in
Central America
(FMECA) and National
Endowment for Democracy
(until 1999); Member,
Advisory Board, The
Inter-American Foundation;
Council on Foreign
Relations; and The
Economic Club of New York;
Previously Member,
Policy Planning Staff, U.S.
Department of State and
Associate Professor of
Political Science,
University of California,
Los Angeles (UCLA).
Dr. Purcell serves on
the boards of certain
other funds managed
by DeIM.
All Directors and Officers as a group 10,827 Shares
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* Director considered by the Fund and its counsel to be an "interested
person" (which as used in this proxy statement is as defined in the
Investment Company Act of 1940, as amended) of the Fund or of the Fund's
investment manager, DeIM. Mr. Hale and Mr. Bratt each is deemed to be an
interested person because of his affiliation with the Fund's investment
manager, DeIM, or because he is an Officer of the Fund or both.
+ Mr. Bratt and Mr. Juris Padegs, a current Director and Chairman of the
Board who is resigning from the Board effective immediately following the
Meeting, are currently members of the Executive Committee of the Fund.
Effective immediately following the Meeting, Mr. Hale will replace Mr.
Padegs as a member of the Executive Committee of the Fund.
++ Mr. Bratt previously served on the Board from 1987 to 1997.
+++ Mr. Hale was appointed a Director and Chairman of the Board of the Fund by
the Fund's Board of Directors on April 3, 2002, which appointment will take
effect immediately following the Meeting.
^1 The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(j) of the
Investment Company Act of 1940, as amended (the "1940 Act"), as applied to a
fund, requires the fund's Officers and Directors, Investment Manager, affiliates
of the Investment Manager, and persons who beneficially own more than ten
percent of a registered class of the fund's outstanding securities ("Reporting
Persons"), to file reports of ownership of the fund's securities and changes in
such ownership with the Securities and Exchange Commission (the "SEC") and The
New York Stock Exchange, Inc. Such persons are required by SEC regulations to
furnish the fund with copies of all such filings.
Based on a review of reports filed by the Fund's directors and executive
officers, the investment manager, officers and directors of the investment
manager, affiliated persons of the investment manager and beneficial holders of
10% or more of the Fund's outstanding stock, and written representations by the
Reporting Persons that no year-end reports were required for such persons, all
filings required by Section 16(a) of the Securities Exchange Act of 1934 for the
fiscal year ended June 30, 2001 were timely except that Martin D. Feinstein
filed a Form 3 late, and Scudder Investments Marketing Services, Inc. filed a
Form 3 late and failed to file a Form 5 with respect to such late filing. As a
convenience to the directors, the Investment Manager assists the directors in
making their Section 16 filings.
According to filings made with the SEC in January 2002, February 2002 and
February 2002, respectively, the following owned beneficially more than 5% of
the Fund's outstanding stock:
Schedule 13G, State Teacher's Retirement System of Ohio, 275 East Broad Street,
Columbus, Ohio, 43215, reported beneficial ownership of 998,900 shares, or 6.08%
of the Fund's shares.
Schedule 13G/A, President & Fellows of Harvard College, c/o Harvard Management
Company, 600 Atlantic Avenue, Boston, MA 02110, reported beneficial ownership of
2,759,201 shares, or 16.8% of the Fund's shares.
Schedule 13G/A, Lazard Freres & Company, LLC, 30 Rockefeller Plaza, 59th Floor,
New York, NY 10020, reported beneficial ownership of 1,364,400 shares, or 8.4%
of the Fund's shares.
Except as noted above, to the best of the Fund's knowledge, as of April 30,
2002, no other person owned beneficially more than 5% of the Fund's outstanding
stock.
Honorary Director
Mr. Roberto Teixeira da Costa serves as an Honorary Director of the Fund.
Honorary Directors are invited to attend all Board meetings and to participate
in Board discussions, but are not entitled to vote on any matter presented to
the Board. Mr. da Costa became a Director of the Fund in 1993 and retired from
the Board in 2001.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met four times during the fiscal year ended
June 30, 2001. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
he or she served as regular members.
8
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of the Investment Manager ("Noninterested
Directors") as defined in the 1940 Act, which met twice during the fiscal year
ended June 30, 2001. The members of the Audit Committee are independent, as
independence is defined in the listing standards of the New York Stock Exchange.
The Audit Committee reviews with management and the independent accountants for
the Fund, among other things, the scope of the audit and the controls of the
Fund and its agents, reviews and discusses with management the Fund's audited
financial statements, reviews the auditor's required communications regarding
the scope and results of the audit that may assist the Audit Committee in
overseeing management's financial reporting and disclosure process, reviews and
approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for the Fund to
the Board, reviews matters related to the independence of the Fund's independent
accountants and in general considers and reports to the Board on matters
regarding the Fund's accounting and bookkeeping practices.
The Board of Directors has adopted a written charter for the Audit Committee.
At a meeting held on April 3, 2002, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending June 30, 2003. The Fund's financial statements for the
fiscal year ended June 30, 2001 were audited by PricewaterhouseCoopers LLP. The
following table sets forth the aggregate fees billed for professional services
rendered by PricewaterhouseCoopers LLP^1:
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees^2
--------------------------------------------------------------------------------
$88,100 $0 $3,875,700
--------------------------------------------------------------------------------
The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees for professional services rendered for the audit of the Fund for
the most recent fiscal year. The fees disclosed under the captions "Financial
Information Systems Design and Implementation Fees" and "All Other Fees" include
fees billed for services, if any, during the most recent calendar year to the
Fund, DeIM and all entities controlling, controlled by, or under common control
with DeIM that provide services to the Fund.
-----------------------
^1 In addition to the amount shown in the table, PricewaterhouseCoopers LLP
billed fees during the year ended December 31, 2001 of approximately
$3,095,530 for professional services rendered for audit and tax services
provided to other DeIM-advised funds.
^2 All Other Fees includes $1,775,400 for services in connection with risk
management, taxation, attest/agreed upon procedures, review of filings with
the SEC and testing of internal controls for DeIM and other related
entities that provide support for the operations of the funds.
9
The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, DeIM and entities
controlling, controlled by or under common control with DeIM that provide
services to the Fund, and, based in part on certain representations and
information provided by PricewaterhouseCoopers LLP, determined that the
provision of these services was compatible with maintaining
PricewaterhouseCoopers LLP's independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will be available by telephone to respond to appropriate
questions and to make a statement if they wish to do so.
Audit Committee Report
In connection with the audited financial statements as of and for the year ended
June 30, 2001 included in the Fund's Annual Report for the year ended June 30,
2001 (the "Annual Report"), at a meeting held on August 17, 2001, the Audit
Committee considered and discussed the audited financial statements with
management and the independent accountants, and discussed the audit of such
financial statements with the independent accountants.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the financial statements are presented in accordance
with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee of the Fund recommended to the Board of Directors of the Fund that the
audited financial statements be included in the Fund's Annual Report.
The Audit Committee currently consists of Messrs. Callander, Froewiss, Luers,
Nogueira and Yun and Dr. Purcell.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee met three times during the fiscal year
ended June 30, 2001. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. The Committee met on April 3, 2002 to nominate the nominees for
Noninterested Directors presented in this proxy statement. Stockholders'
recommendations as to nominees received by management are referred to the
Committee for its consideration and action.
10
Executive Committee
The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors not otherwise delegated, except
for the declaration of dividends and distributions. The Executive Committee acts
when the full Board of Directors is not in session. Mr. Bratt and Mr. Juris
Padegs, a current Director and Chairman of the Board who is resigning effective
immediately following the Meeting, are members of the Executive Committee of the
Fund. Effective immediately following the Meeting, Mr. Hale will become a
Director of the Fund, and will replace Mr. Padegs as a member of the Executive
Committee of the Fund. The Executive Committee did not meet during the fiscal
year ended June 30, 2001.
Valuation Committee
The Valuation Committee monitors the valuation of portfolio securities and other
investments and, as required by the Fund's valuation policies when the full
Board is not in session, determines the fair value of illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Bratt and Froewiss are
currently members of the Valuation Committee, with Messrs. Callander and Padegs
as alternates. Effective immediately following the Meeting, Mr. Hale will
replace Mr. Padegs as an alternate member of the Valuation Committee of the
Fund. The Valuation Committee met four times during the fiscal year ended June
30, 2001.
Executive Officers
In addition to Mr. Bratt, a Director who is also an Officer of the Fund, the
following persons are Executive Officers of the Fund:
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment^1 an Officer^2
-------------------------------------------------------------------------------------------------------------
Gary L. French (50) Treasurer; Managing Director of DeIM; prior to April 2001, 2002
President at UAM Fund Services, Inc.
Judith A. Hannaway (49) Vice President; Managing Director of DeIM. 1997
John R. Hebble (43) Assistant Treasurer; Senior Vice President of DeIM. 1998
Tara C. Kenney (41) Vice President; Senior Vice President of DeIM. 2000
Thomas Lally (34) Assistant Treasurer; Senior Vice President of DeIM. 2001
Brenda Lyons (39) Assistant Treasurer; Senior Vice President of DeIM. 2000
John Millette (39) Vice President and Secretary; Vice President of DeIM. 1999
Caroline Pearson (40) Assistant Secretary; Managing Director of DeIM; prior to 1998
September 1997, practiced law with the law firm of
Dechert Price & Rhoads.
Paul H. Rogers (46) Vice President; Senior Vice President of DeIM. 1998
Bruce Rosenblum (41) Vice President and Assistant Secretary; Director of 2002
Deutsche Asset Management since 2002; prior thereto,
Vice President of Deutsche Asset Management
2000-2002; and partner with the law firm of
Freedman, Levy, Kroll & Simonds.
-----------------------
^1 Unless otherwise stated, all Executive Officers have been associated with
DeIM, Deutsche Asset Management, or predecessor organizations for more than
five years, although not necessarily in the same capacity.
^2 The President, Treasurer and Secretary each hold office until his successor
has been duly elected and qualified, and all other officers hold office in
accordance with the By-Laws of the Fund.
11
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Noninterested Directors was $121,349, including expenses, for the fiscal year
ended June 30, 2001. Each such Noninterested Director currently receives fees,
paid by the Fund, of $750 per Directors' meeting attended and an annual
Director's fee of $6,000, except for Mr. Nogueira who as a Resident Brazilian
Director receives an annual fee of $12,000. Each Director also receives $250 per
committee meeting attended (other than audit committee meetings and meetings
held for the purpose of considering arrangements between the Fund and the
Investment Manager or an affiliate of the Investment Manager, for which such
Director receives a fee of $750). DeIM supervises the Fund's investments, pays
the compensation and certain expenses of its personnel who serve as Directors
and Officers of the Fund, and receives a management fee for its services.
Several of the Fund's Officers and Directors are also officers, directors or
employees of DeIM and participate in the fees paid to that firm (see "Investment
Manager"), although the Fund makes no direct payments to them.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay such benefits to its Directors.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by DeIM for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
12
Compensation Table for the year ended December 31, 2001
-------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Aggregate Compensation
Aggregate Retirement Benefits Estimated Annual as a Director/Trustee
Name of Person, Compensation Accrued as Part of Benefits Upon of the Fund and Other
Position from the Fund Fund Expenses Retirement Scudder Funds
-------------------------------------------------------------------------------------------------------------
Robert J. Callander,
Director $10,750 N/A N/A $54,500 (5 funds)*
Kenneth C. Froewiss,
Director $10,750 N/A N/A $50,224 (5 funds)*
William H. Luers,
Director $10,750 N/A N/A $33,698 (4 funds)
Ronaldo A. da Frota
Nogueira, Director $16,750 N/A N/A $54,724 (5 funds)*
Susan Kaufman Purcell,
Director $5,724** N/A N/A $38,672 (5 funds)*
Kesop Yun,
Director $4,224** N/A N/A $26,198 (4 funds)
-------------------------------------------------------------------------------------------------------------
* Number of funds during calendar year 2001. The number of funds changed
during the year 2001 due to mergers.
** First became a member of the Board on July 18, 2001.
Required Vote
Election of each of the listed nominees for Director requires the affirmative
vote of a majority of the votes cast at the Meeting in person or by proxy. Your
Fund's Directors recommend that stockholders vote in favor of each of the
nominees.
The Investment Manager
On April 5, 2002, Zurich Scudder Investments, Inc. ("Scudder"), the investment
manager of the Fund, was acquired by Deutsche Bank AG. Upon the closing of this
transaction, Scudder became part of Deutsche Asset Management and changed its
name to Deutsche Investment Management Americas Inc. ("DeIM" or the "Investment
Manager").
Under the supervision of the Board of Directors of the Fund, DeIM, with
headquarters at 345 Park Avenue, New York, New York, makes the Fund's investment
decisions, buys and sells securities for the Fund and conducts research that
leads to these purchase and sales decisions. DeIM has more than 80 years of
experience managing mutual funds and provides a full range of investment
advisory services to institutional and retail clients. The Fund's investment
advisor is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
13
Deutsche Asset Management is the marketing name in the U.S. for the asset
management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management Inc.,
Deutsche Bank Securities Inc., Deutsche Asset Management Investment Services
Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company. Deutsche
Asset Management is a global asset management organization that offers a wide
range of investing expertise and resources, including more than 500 portfolio
managers and analysts and an office network that reaches the world's major
investment centers. This well-resourced global investment platform brings
together a wide variety of experience and investment insight, across industries,
regions, asset classes and investing styles. DeIM is an indirect wholly owned
subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking
institution that is engaged in a wide range of financial services, including
investment management, mutual fund, retail, private and commercial banking,
investment banking and insurance.
The Investment Manager, the predecessor of which is Scudder, Stevens & Clark,
Inc., is one of the most experienced investment counseling firms in the U.S. It
was established as a partnership in 1919 and pioneered the practice of providing
investment counsel to individual clients on a fee basis. In 1928 it introduced
the first no-load mutual fund to the public. In 1953 Scudder introduced Scudder
International Fund, Inc., the first mutual fund available in the U.S. investing
internationally in securities of issuers in several foreign countries. The
predecessor firm reorganized from a partnership to a corporation on June 28,
1985. On December 31, 1997, Zurich Insurance Company ("Zurich") acquired a
majority interest in Scudder, and Zurich Kemper Investments, Inc., a Zurich
subsidiary, became part of Scudder. Scudder's name changed to Scudder Kemper
Investments, Inc. On January 1, 2001, the Investment Manager changed its name
from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc. On
April 5, 2002, 100% of the Investment Manager was acquired by Deutsche Bank AG.
DeIM is a Delaware corporation. Thomas Hughes^1, Dean Barr^1, Deborah
Flickinger^1, Phillip Freiherr von Girsewald^2, and William Shiebler^1 are
Directors of DeIM. Edmond D. Villani^3 is President and Chief Executive Officer,
William G. Butterly, III^1 is Secretary, and Christopher DeMaio^3 is Treasurer
of DeIM.
Brokerage Commissions on Portfolio Transactions
DeIM places orders for portfolio transactions with issuers, underwriters or
other brokers and dealers. In selecting brokers and dealers with which to place
portfolio transactions for the Fund, DeIM seeks to achieve the most favorable
net results. When consistent with this policy, DeIM may place such transactions
with brokers and dealers that sell shares of funds advised by DeIM and is
authorized to place such brokerage with brokers and dealers who supply brokerage
and research services to DeIM.
-----------------------
^1 280 Park Avenue, New York, NY
^2 Taunusanlage 12, Frankfurt 60325, Germany A21-01
^3 345 Park Avenue, New York, NY 10154
14
Pursuant to procedures determined by the Directors and subject to the general
policies of a Fund and Section 17(e) of the 1940 Act, DeIM may place securities
transactions with brokers with whom it is affiliated ("Affiliated Brokers").
Section 17(e) of the 1940 Act limits to "the usual and customary broker's
commission" the amount which can be paid by a Fund to an Affiliated Broker
acting as broker in connection with transactions effected on a securities
exchange. The Board, including a majority of the Directors who are not
"interested persons" of the Fund or DeIM, has adopted procedures designed to
comply with the requirements of Section 17(e) of the 1940 Act and Rule 17e-1
promulgated thereunder to ensure that the broker's commission is "reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time...."
Affiliated Brokers furnish to the Fund at least annually a statement setting
forth the total amount of all compensation retained by them or any of their
associated persons in connection with effecting transactions for the account of
a Fund, and the Board reviews and approves all such portfolio transactions on a
quarterly basis and the compensation received by Affiliated Brokers in
connection therewith.
During the fiscal year ended June 30, 2001, the Fund paid no brokerage
commissions to any Affiliated Broker.
Other Matters
The Board of Directors does not know of any matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournment thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by telephone
by Officers of the Fund or personnel of DeIM. The Fund has retained Georgeson
Shareholder Communications, Inc. ("Georgeson"), 17 State Street, New York, New
York 10004 to assist in the proxy solicitation. The cost of its services is
estimated at $9,000 plus expenses. The costs and expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Georgeson, in person or by telephone, will be borne by
the Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees, for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.
As the meeting date approaches, certain stockholders may receive a telephone
call from a representative of Georgeson if their votes have not been received.
Authorization to permit Georgeson to execute proxies may be obtained by
telephonic or electronically transmitted instructions from stockholders of the
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures described below. The Fund believes that these procedures are
reasonably designed to ensure that both the identity of the stockholder casting
the vote and the voting instructions of the stockholder are accurately
determined.
15
If a stockholder wishes to participate in a Meeting, but does not wish to give a
proxy by telephone or electronically, the stockholder may still submit the proxy
card originally sent with this proxy statement or attend in person. Should
stockholders require additional information regarding the proxy or a replacement
proxy card, they may contact Georgeson toll-free at 1-866-888-7341. Any proxy
given by a stockholder is revocable until voted at a meeting.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by July 10, 2002, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2003 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Deutsche Investment Management
Americas Inc. at 345 Park Avenue, New York, New York 10154, by January 21, 2003.
The timely submission of a proposal does not guarantee its inclusion.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2003 meeting of stockholders which are not included in the
proxy statement and form of proxy, if notice of such proposals is not received
by the Fund at the above address on or before April 7, 2003. Even if timely
notice is received, the Fund may exercise discretionary voting authority in
certain other circumstances. Discretionary voting authority is the ability to
vote proxies that stockholders have executed and returned to the Fund on matters
not specifically reflected on the form of proxy.
By order of the Board of Directors,
/s/John Millette
John Millette
Secretary
345 Park Avenue
New York, New York 10154
May 20, 2002
16
This page
intentionally
left blank.
Instructions for Voting Your Proxy
The Brazil Fund, Inc. is now offering shareholders of record three alternative
ways of voting their proxies:
o By Telephone
o Through the Internet (using a browser)
o By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had mailed your proxy card.
We encourage you to use these cost effective and convenient ways of voting.
/ TELEPHONE VOTING / Available only until 10:45 AM EST July 10, 2002.
o Call TOLL-FREE: 1-866-888-7341, Monday through Friday, 9 AM-11PM EST
o Your vote will be confirmed and cast as you directed
/ INTERNET VOTING / Available only until 10:45 AM EST July 10, 2002.
o Visit the Internet voting Website at http://proxy.georgeson.com
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
o You will incur only your usual Internet charges
/ VOTING BY MAIL /
o Simply sign and date your proxy card and return it in the postage-paid
envelope
/ COMPANY NUMBER / / CONTROL NUMBER /
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
-----------------------------------------------
(Signature of Stockholder)
-----------------------------------------------
(Signature of joint owner, if any)
Date ______________________________________ , 2002
Please sign exactly as your name or names appear.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title
as such.
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
PROXY THE BRAZIL FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- July 10, 2002
The undersigned hereby appoints Bruce Rosenblum, John Millette and Caroline
Pearson and each of them, the proxies of the undersigned, with the power of
substitution to each of them, to vote all shares of The Brazil Fund, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of The
Brazil Fund, Inc. to be held at the offices of Deutsche Investment Management
Americas Inc., part of Deutsche Asset Management, 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154, on Wednesday, July 10, 2002 at 10:45
a.m., Eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the item listed below.
FOR all nominees WITHHOLD AUTHORITY
The election of three Directors: listed at to vote for all
left (except as nominees
Nominees: Class I: Nicholas Bratt, marked to the listed at left
William H. Luers and Kesop Yun. contrary at left)
(INSTRUCTION: To withhold authority to vote for any / / / /
individual nominee, write that nominee's name on the
space provided below.)
---------------------------------------------------
(continued on other side)