KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Kleinwort
Benson Australian Income Fund, Inc. (the "Fund") will be held on Friday,
February 9, 1996, at 11:00 a.m. at 200 Park Avenue, 25th floor, New York, New
York 10166, for the following purposes:
(1) To elect one class of one Director ("Proposal No. 1").
(2) To act upon a proposal to ratify the selection of Price
Waterhouse as Independent Accountants for the Fund for the fiscal
year ending October 31, 1996 ("Proposal No. 2").
(3) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on December 26, 1995 will
be entitled to vote at the Meeting. The Fund's annual report to stockholders for
the 1995 fiscal year is being mailed to all such stockholders prior to or with
the mailing of this notice and proxy statement.
By order of the Board of Directors,
Michael Fortier
Secretary
December 20, 1995
If you do not expect to be present at the meeting, please date, fill in and
sign the enclosed form of Proxy and mail it in the enclosed return envelope. IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
<PAGE>
KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
200 Park Avenue
New York, New York 10166
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
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This Proxy Statement is furnished to the stockholders of KLEINWORT BENSON
AUSTRALIAN INCOME FUND, INC. (the "Fund") in connection with the solicitation by
the Board of Directors of the Fund of proxies to be used at an Annual Meeting of
Stockholders of the Fund to be held at the offices of the Fund's Investment
Advisor and Administrator, Kleinwort Benson Investment Management Americas Inc.,
200 Park Avenue, 25th Floor, New York, NY, on Friday, February 9, 1996 at 11:00
a.m. for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders.
Stockholders of record at the close of business on December 26, 1995 will
be entitled to vote at the Meeting. If a proxy is executed and returned, the
shares represented thereby will be voted at the Meeting. Any stockholder giving
a proxy will have the power to revoke it by notice in writing received by the
Secretary of the Fund, c/o Kleinwort Benson Investment Management Americas Inc.,
200 Park Avenue, New York, NY, prior to the exercise of such proxy at the
Meeting. Also, any stockholder attending the Meeting may vote in person whether
or not she or he has previously filed an executed proxy. Each proxy will be
voted in accordance with the directions given thereon by the stockholder. If no
specific directions to the contrary are given, a proxy will be voted for the
election of one class of one Director and in favor of Proposal No. 2.
On December 20, 1995 there were 9,563,653 outstanding shares of the Fund.
On such date, no person to the knowledge of the Fund owned 5% or more of the
outstanding shares of the Fund. Each share or fractional share outstanding on
the record date will be entitled to one vote or fractional vote at the meeting.
The cost of soliciting proxies for the Annual Meeting of Stockholders,
consisting primarily of printing and mailing expenses, will be paid by the Fund.
This solicitation is being made by the use of the mails, but may also be made by
telephone, telegraph and personal interview. Proxies should be returned to the
Fund's Transfer Agent, Boston EquiServe, in the enclosed envelope. This Proxy
Statement and accompanying form of proxy are first being sent to stockholders on
or about December 29, 1995.
Copies of the Fund's most recent Annual and Semi-Annual Reports may be
obtained without charge by calling (800) 237-4218 or by writing the Fund at 200
Park Avenue, New York, NY 10166.
ELECTION OF DIRECTOR
Proposal No. 1
At the Meeting, one of the seven Directors of the Fund is to be elected for
a period of three years and until his successor has been elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to vote
the shares represented thereby for the election of the following nominee as a
Director of the Fund. The nominee is a member of the present Board of Directors
of the Fund and was elected by stockholders of the Fund.
1
<PAGE>
Set forth below is the nominee for election to the Fund's Board of
Directors, together with certain other information:
<TABLE>
<CAPTION>
Shares of Common
Position with Principal Occupation and Stock Owned at
Name and Address Age the Fund other Affiliations December 20, 1995 Class
- ---------------- --- ------------ ------------------------ ----------------- -----
<S> <C> <C> <C> <C> <C>
++ Nigel S. MacEwan 62 Director since Retired; formerly President 0 II
69 Hale Lane 1992 and Chief Executive Officer,
Darien, CT 06820 Kleinwort Benson North
America, Inc. (1986-1993);
formerly Director, Alex Brown
Kleinwort Benson Realty
Advisors (1992-1994).
</TABLE>
Class I Directors' terms will expire in 1998 and Class III Directors' terms
will expire in 1997. The following Directors of the Fund will continue to serve
in such capacity until their terms of office expire and their successors are
duly elected and qualified.
<TABLE>
<CAPTION>
Shares of Common
Position with Principal Occupation and Stock Owned at
Name and Address Age the Fund other Affiliations December 20, 1995 Class
- ---------------- --- ------------ ------------------------ ----------------- -----
<S> <C> <C> <C> <C> <C>
++ The Earl of Limerick (1) 65 Director since Chairman, Pirelli UK plc and 0 III
40 Chancery Lane 1986 associated companies (since
London, WC2A 1JH 1989); Chairman, AMP Asset
England Management plc (since 1992);
Chairman, De La Rue plc
(Director since 1983, Chairman
since 1993); Chairman, Board
of Governors, London Guildhall
University (since 1984).
Formerly Non-Executive
Director of Kleinwort Benson
Group plc and associated
companies (1990).
Leonard T. Hinde (1) 70 Director since Retired; formerly Advisor to 0 III
20 Ellalong Place 1987 the Governor, Reserve Bank of
Cremorne, NSW 2090 Australia (1985).
Australia
</TABLE>
- ----------
(1) Member, Audit Committee. The Committee reviews and reports to the Board
with respect to the scope and results of the examination of the financial
statements of the Fund by the independent accountants and related matters.
++ Mr. MacEwan and The Earl of Limerick were formerly considered "interested
persons" of the Fund because of their former positions with associated
companies of the Fund's investment advisor.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Position with Principal Occupation and Stock Owned at
Name and Address Age the Fund other Affiliations December 20, 1995 Class
---------------- --- ------------ ------------------------ ----------------- -----
<S> <C> <C> <C> <C> <C>
G. William Miller (1) 70 Director and Chairman and CEO, G. William 35,000 III
1215 19th Street N.W. Deputy Chairman Miller & Co. Inc. (since
Washington, DC 20036 since 1986 1983); Chairman and CEO,
Federated Stores, Inc.
(1991-1992); Director:
Federated Department Stores,
Inc. (1976-78; 1981-89; since
1992), Repligen Corporation
(since 1982), Georgetown
Industries, Inc. (since 1984),
Ralph's Grocery Company (since
1990), Gulf Canada Resources
Limited (since 1993), and
DeBartolo Realty Corporation
(since 1994).
Sir Robert C. Cotton 80 Director and Formerly Australian Ambassador 0 I
Southern Cross Gardens Chairman of the to the United States,
2 Spruson Street Board since 1986 1982-1985; Vice Chairman, WPP
Neutral Bay, NSW 2089 Holdings Pty. Ltd. (since
Australia 1994); formerly Chairman of
the Board of Hill and Knowlton
Australia Pty. Ltd. and
associated companies
(1986-1994); Director; Hill
and Knowlton, Inc., New York;
Director, Capital TV Holdings,
Ltd.; Deputy Chairman, Allders
International Pty. Ltd.
+David M. Felder 40 Director and Senior Fixed Income Manager: 0 I
10 Fenchurch Street President since Kleinwort Benson Investment
London, England 1994 Management Americas Inc.
EC3M 3LB (since 1991) and Kleinwort
Benson Investment Management
Limited (since 1988).
James J. Foley (1) 71 Director since From 1952-1990, Faculty 1,230 I
60 Pond Street 1986 Member, Harvard Graduate
Belmont, MA 02178 School of Business. Since
January 1991: Consultant to
the School's MBA Admissions
Board; Consultant to Courier
Corp.
</TABLE>
- ----------
(1) Member, Audit Committee. The Committee reviews and reports to the Board
with respect to the scope and results of the examination of the financial
statements of the Fund by the independent accountants and related matters.
+ Mr. Felder is an "interested person" of the Fund because he is an officer
of the Fund's investment advisor.
3
<PAGE>
The executive officers of the Fund, other than as already shown, are
described below.
Francis M. Harte is the Treasurer and Principal Financial and Accounting
Officer. Mr. Harte has held this office since August 1993. Mr. Harte is a Senior
Vice President and Chief Financial Officer of various Kleinwort Benson Group
Companies in North America including Kleinwort Benson Holdings Incorporated. Mr.
Harte is 33 years old and has been employed by Kleinwort Benson since 1989.
Michael Fortier is the Secretary and Assistant Treasurer and has held these
offices since February 1994 and May 1991, respectively. Mr. Fortier is 33 years
old and is an Assistant Vice President of Kleinwort Benson Holdings Incorporated
and has been employed by Kleinwort Benson since 1987.
The directors and officers of the Fund as a group owned less than 1% of the
shares outstanding as of December 20, 1995.
The Fund pays each of its Directors who is not an interested person (as
defined in the Investment Company Act of 1940 (The "1940 Act")) of the Advisor
an annual fee of US$3,000, plus US$2,000 for each Board or Committee meeting
attended. The Chairman of the Board is paid an annual fee of US$5,000, plus
US$2,000 for each Board or Committee meeting attended. The Fund reimburses all
Directors for their out-of-pocket and travel expenses. For the period November
1, 1994 to October 31, 1995, there were three meetings of the Fund's Board of
Directors. Five of the Directors who served during fiscal 1995 attended (or
participated in) all meetings, while one Director, Leonard T. Hinde, attended
two meetings and one Director, Sir Robert Cotton, attended one meeting.
Directors' fees and reimbursed expenses amounted to $119,830.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The members of the Audit Committee during 1995 were
Messrs. Foley, Miller, Hinde and The Earl of Limerick. The Audit Committee met
twice during the period November 1, 1994 to October 31, 1995 and all Committee
members attended each meeting.
4
<PAGE>
Set forth below is information concerning compensation paid to the Fund's
current directors and officers during its fiscal year ended October 31, 1995:
<TABLE>
<CAPTION>
Total Compensation
Pension or Retirement from Fund and Fund
Aggregate Compensation Benefits Accrued as Part Estimated Annual Benefits Complex Paid to
Name and Position from Fund of Fund Expenses Upon Retirement Directors
- ------------------- ------------------- ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
Sir Robert C. Cotton, $7,000 None None $7,000
Director & Chairman of
the Board
David M. Felder, None None None None
Director & President
James J. Foley, $11,000 None None $11,000
Director
Leonard T. Hinde, $11,000 None None $11,000
Director
The Earl of Limerick, $11,000 None None $11,000
Director
Nigel S. MacEwan, $7,000 None None $7,000
Director
G. William Miller, $11,000 None None $11,000
Director &
Deputy Chairman
Francis M. Harte, None None None None
Treasurer & Principal
Financial and Accounting
Officer
Michael Fortier, None None None None
Secretary &
Assistant Treasurer
</TABLE>
SELECTION OF INDEPENDENT ACCOUNTANTS
Proposal No. 2
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Price Waterhouse as independent accountants
for the Fund for the year ending October 31, 1996. The ratification of the
selection of independent accountants is to be voted upon at the meeting and it
is intended that the persons named in the accompanying proxy vote for Price
Waterhouse. A representative of Price Waterhouse will attend the meeting if so
requested by a stockholder.
The Board of Directors' policy regarding engaging independent accountants'
services is that Management may engage the Fund's independent accountants to
perform any service(s) normally provided by independent accounting firms,
5
<PAGE>
provided that such service(s) meets any and all of the independence requirements
of the American Institute of Certified Public Accountants and the Securities and
Exchange Commission. The Audit Committee will review and approve services
provided by the independent accountants prior to their being rendered. The Board
of Directors also receives a report from the Audit Committee relating to all
services after they have been performed by the Fund's independent accountants.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting
other than those stated above. If any other business should come before the
Meeting, the persons named in the Proxies intend to vote thereon in accordance
with the views of the Fund's management.
STOCKHOLDER PROPOSALS
It is expected that the next meeting of stockholders will be held on or
about February 11, 1997. A stockholder's proposal intended to be presented at
the 1997 meeting of stockholders of the Fund must be received by the Fund by
August 31, 1996 in order to be included in the Fund's Proxy Statement and Form
of Proxy relating to such meeting.
By order of the Board of Directors,
Michael Fortier
Secretary
December 20, 1995
6
