[LOGO]
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Brazil Fund, Inc.
June 17, 1999
To the Stockholders:
The Annual Meeting of Stockholders of The Brazil Fund, Inc. (the "Fund") is
to be held at 10:00 a.m., eastern time, on Tuesday, July 27, 1999 at the offices
of Scudder Kemper Investments, Inc., 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 and
consider the ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants. 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 each of the
foregoing matters.
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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<PAGE>
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 Scudder Kemper
Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New
York 10154, on Tuesday, July 27, 1999 at 10:00 a.m., eastern time, for the
following purposes:
(1) 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.
(2) To ratify or reject the action taken by the Board of Directors in
selecting PricewaterhouseCoopers LLP as the Fund's independent accountants
for the fiscal year ending June 30, 1999.
(3) To ratify or reject the action taken by the Board of Directors in
selecting PricewaterhouseCoopers LLP as the Fund's independent accountants
for the fiscal year ending June 30, 2000.
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 June 10, 1999 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
John Millette, Secretary
June 17, 1999
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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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2
<PAGE>
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 Scudder
Kemper Investments, Inc. ("Scudder Kemper"), 25th Floor, 345 Park Avenue (at
51st Street), New York, New York 10154, on Tuesday, July 27, 1999 at 10:00 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 June 17, 1999, 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 proposals (1), (2) and (3) which require
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 June 10, 1999 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 16,429,333 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 December 31, 1998, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.
(1) 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.
3
<PAGE>
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 2002
Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1999(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C>
Edgar R. Fiedler (70)*+ Senior Fellow and Economic Counselor, 1987 12,715 Less than
The Conference Board, Inc.; Director: 1/4 of 1%
The Stanley Works (manufacturer of
tools and hardware), Zurich American
Insurance Company (insurance company)
(until 1997), Harris Insight Funds,
PEG Capital Management, Inc.
(investment advisers) and Emerging
Mexico Fund. Mr. Fiedler serves on
the boards of certain other funds
managed by Scudder Kemper.
William H. Luers (70) Chairman and President, United 1997 301 Less than
Nations Association of the United 1/4 of 1%
States of America; Director: IDEX
Corporation (liquid handling
equipment manufacturer), Wickes
Lumber Company (building materials),
President, the Metropolitan Museum of
Art (until 1999); StoryFirst
Communications, Inc. (owns television
and radio stations in Russia and
Ukraine) (1996-1999), Transco Energy
Company (natural gas transmission
company) (until 1995) and the
Discount Corporation of New York
(bond trading) (until 1993). Mr.
Luers serves on the boards of certain
other funds managed by Scudder Kemper.
4
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Roberto Teixeira da Vice Chairman, Banco-Sul America; 1993 -- --
Costa (64) Chairman, CEAL (Latin American
Businessmen Council), and Director of
five Brazilian listed and unlisted
companies.
</TABLE>
5
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, 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.
Class II
- --------
Directors to serve until 2000 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1999(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C>
Kenneth C. Froewiss Visiting Professor of Finance, Stern 1997 -- --
(53) School of Business, New York
University; Managing Director, J.P.
Morgan (investment banking firm)
(until 1996).
Wilson Nolen (72) Consultant; Trustee, Cultural 1987 26,393 Less than
Institutions Retirement Fund, Inc., 1/4 of 1%
New York Botanical Garden, Skowhegan
School of Painting & Sculpture;
Director, Ecohealth, Inc.
(biotechnology company) (until 1996).
Mr. Nolen serves on the boards of
certain other funds managed by
Scudder Kemper.
</TABLE>
6
<PAGE>
Class III
- ---------
Directors to serve until 2001 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1999(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C>
Juris Padegs (67)*+ Chairman of the Board; Advisory 1987 3,303 Less than
Managing Director of Scudder Kemper 1/4 of 1%
Investments, Inc. Mr. Padegs serves
on the boards of certain other funds
managed by Scudder Kemper.
Ronaldo A. da Frota Director and Chief Executive Officer, 1987 4,016 Less than
Nogueira (60) IMF Editora Ltda. (financial 1/4 of 1%
publisher). Mr. Nogueira serves on
the boards of certain other funds
managed by Scudder Kemper.
Harold M. Williams President Emeritus, J. Paul Getty 1997 -- --
(71) Trust (charitable institution)
(1998-Present); President and Chief
Executive Officer, J. Paul Getty
Trust (1981-1998); Director,
California Endowment; Director,
Sun-America (insurance company);
Director, Public Policy Institute;
Co-Chair, California Citizens
Commission on Higher Education; Of
Counsel, Skadden, Arps, Slate,
Meagher & Flom (law firm).
All Directors and Officers as a group 51,466(2) .31%
</TABLE>
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* Directors considered by the Fund and its counsel to be "interested persons"
[which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended, (the "1940 Act")] of the Fund or of the
Fund's investment manager, Scudder Kemper Investments, Inc. Mr. Padegs is
deemed to be an interested person because of his affiliation with the
Fund's
7
<PAGE>
investment manager, Scudder Kemper Investments, Inc., or because he is an
Officer of the Fund or both. Although Mr. Fiedler is currently not an
"interested person," he may be deemed to be so in the future by the
Securities and Exchange Commission because of his prior service as a
director of Zurich American Insurance Company, a subsidiary of Zurich
Financial Services Group. Mr. Fiedler resigned from that position in July
1997 and has had no further affiliation with Zurich Financial Services
Group or any of its subsidiaries since that date.
+ Messrs. Fiedler and Padegs are members of the Executive Committee of the
Fund.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
(2) The total for the group includes 51,099 shares held with sole investment
and voting power and 367 shares held with shared investment and voting
power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) 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. Such persons
are required by SEC regulations to furnish the fund with copies of all such
filings.
Based solely upon its review of the copies of such forms received by it, and
written representations from certain reporting persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended December 31, 1998, its reporting persons complied with all applicable
filing requirements.
According to filings with the SEC on Schedule 13G made in February 1999,
President and Fellows of Harvard College, c/o Harvard Management Company, Inc.,
600 Atlantic Avenue, Boston, Massachusetts 02110 reported beneficial ownership
of 981,250 shares, or 6% of the Fund's outstanding shares.
Except as noted above, to the best of the Fund's knowledge, as of March 31,
1999 no other person owned beneficially more than 5% of the Fund's outstanding
stock.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met four times during the fiscal year
ended December 31, 1998.
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 they served as
regular members, except Mr. Williams, who attended 66% of the meetings of the
Board of Directors and related committees on which he serves.
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 Scudder Kemper ("Noninterested Directors")
as defined in the 1940 Act, which last met on February 23, 1999. The Audit
Committee reviews with management and the independent accountants
8
<PAGE>
for the Fund, among other things, the scope of the audit and the controls of the
Fund and its agents, 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 and in general considers and reports to
the Board on matters regarding the Fund's accounting and bookkeeping practices.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. Stockholders' recommendations as to nominees received by management are
referred to the Committee for its consideration and action. The Committee last
met on February 23, 1999 to consider and nominate the nominees set forth above.
Executive Officers
In addition to Mr. Padegs, a Director who is also an Officer of the Fund,
the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Nicholas Bratt (51) President; Managing Director of Scudder Kemper 1987
Investments, Inc.
Edmund B. Games, Jr. (61) Vice President; Managing Director of Scudder Kemper 1987
Investments, Inc.
Bruce H. Goldfarb (34) Vice President and Assistant Secretary; Senior Vice 1997
President of Scudder Kemper Investments, Inc. since
February 1997; previously practiced law with the law
firm of Cravath, Swaine & Moore.
Judith A. Hannaway (44) Vice President; Senior Vice President of Scudder Kemper 1997
Investments, Inc. since February 1995; previously a
Senior Vice President in the Investment Banking Group of
Kidder Peabody & Company.
John R. Hebble (41) Treasurer; Senior Vice President of Scudder Kemper 1998
Investments, Inc.
Ann M. McCreary (42) Vice President; Managing Director of Scudder Kemper 1998
Investments, Inc.
John Millette (36) Vice President and Secretary; Assistant Vice President 1999
of Scudder Kemper Investments, Inc. since September
1994; previously employed by the law firm Kaye, Scholer,
Fierman, Hays & Handler.
Caroline Pearson (37) Assistant Secretary; Senior Vice President of Scudder 1998
Kemper Investments, Inc. since September 1997;
previously practiced law with the law firm of Dechert
Price & Rhoads.
9
<PAGE>
Kathryn L. Quirk (46) Vice President and Assistant Secretary; Managing 1987
Director of Scudder Kemper Investments, Inc.
Paul H. Rogers (43) Vice President; Vice President of Scudder Kemper since 1998
April 1994.
</TABLE>
(1) Unless otherwise stated, all Executive Officers have been associated with
Scudder Kemper 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.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder Kemper was $165,518, including expenses, for the fiscal year ended
December 31, 1998. Each such unaffiliated 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 and Mr. da Costa who as Resident
Brazilian Directors receive 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). Scudder Kemper 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, employees or stockholders of Scudder Kemper and participate
in the fees paid to that firm (see "Investment Manager"), although the Fund
makes no direct payments to them other than for reimbursement of travel expenses
in connection with the attendance of Board of Directors and committee meetings.
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 and
Scudder Kemper.
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 and Scudder
Kemper, plus compensation received from all funds managed by Scudder Kemper 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.
10
<PAGE>
Compensation Table
for the year ended December 31, 1998
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Aggregate Compensation as a
Aggregate Compensation as a Retirement Director/Trustee of the
Director of the Fund Benefits Estimated Fund and Other Scudder Funds
Accrued As Annual
Name of Person, Paid by Paid by Part of Fund Benefits Upon Paid by Paid by
Position Fund Scudder** Expenses Retirement Funds Scudder**
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roberto Teixeira da $16,525 $-- N/A N/A $16,525 $--
Costa, Director (1 fund)
Edgar R. Fiedler, $15,000 $-- N/A N/A $80,004* $2,625
Director (37 funds)
Kenneth C. Froewiss, $12,250 $-- N/A N/A $12,250 $--
Director (1 fund)
William H. Luers, $12,250 $-- N/A N/A $157,050 $8,925
Director (24 funds)
Ronaldo A. da Frota $17,040 $-- N/A N/A $38,400 $--
Nogueira, Director (3 funds)
Wilson Nolen, $12,250 $-- N/A N/A $189,075 $6,375
Director (24 funds)
Harold M. Williams, $10,000 $-- N/A N/A $10,000 $--
Director (1 fund)
</TABLE>
* For 1998, Mr. Fiedler's total includes a payout of $150 from a deferred
compensation program for serving on the Board of Scudder Institutional Fund,
Inc., which ceased operations in 1998, and $20,149 accrued in a deferred
compensation program for serving on the Board of Scudder Fund, Inc., which
had three active portfolios during 1998.
** During 1998 Scudder Kemper voluntarily agreed to pay the fees and expenses of
Directors relating to special meetings held for the purpose of considering
the proposed alliance between Zurich Insurance Company and B.A.T Industries
p.l.c., which was consummated on September 8, 1998.
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.
11
<PAGE>
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held May 26, 1999, 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, 1999*. PricewaterhouseCoopers LLP are
independent accountants and have advised the Fund that they have no direct
financial interest or material indirect financial interest in the Fund. One or
more representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meeting and will have an opportunity to make a statement if they so desire.
Such representatives are expected to be available to respond to appropriate
questions posed by stockholders and management.
The Fund's financial statements for the fiscal year ended December 31, 1998
were audited by PricewaterhouseCoopers LLP.
Required Vote
Ratification of the selection of independent accountants 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 ratify the selection of
PricewaterhouseCoopers LLP as independent accountants.
(3) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held May 26, 1999, 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, 2000. PricewaterhouseCoopers LLP are independent
accountants and have advised the Fund that they have no direct financial
interest or material indirect financial interest in the Fund. One or more
representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
posed by stockholders and management.
The Fund's financial statements for the fiscal year ended December 31, 1998
were audited by PricewaterhouseCoopers LLP.
Required Vote
Ratification of the selection of independent accountants 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 ratify the selection of
PricewaterhouseCoopers LLP as independent accountants.
- ------------------------
* On May 26, 1999, the Fund's fiscal year end was changed from December 31 to
June 30. As a result of this change, the Fund's shareholders are being
asked to ratify or reject the selection of independent accountants in
Proposal (2) for the period of January 1, 1999 to June 30, 1999, and in
Proposal (3) for the period of July 1, 1999 to June 30, 2000.
12
<PAGE>
Investment Manager
The Investment Manager is a Delaware corporation. Rolf Huppi* is the
Chairman of the Board and Director, Edmond D. Villani# is the President, Chief
Executive Officer and Director, Stephen R. Beckwith# is the Treasurer and Chief
Financial Officer, Kathryn L. Quirk# is the General Counsel, Chief Compliance
Officer and Secretary, Lynn S. Birdsong# is a Corporate Vice President and
Director, Cornelia M. Small# is a Corporate Vice President, Chief Investment
Officer and Director, Laurence Cheng* is a Director, Gunther Gose* is a Director
and William H. Bolinder[ is a Director of the Investment Manager. The principal
occupation of each of Edmond D. Villani, Stephen R. Beckwith, Kathryn L. Quirk,
Lynn S. Birdsong and Cornelia M. Small is serving as a Managing Director of the
Investment Manager; the principal occupation of Rolf Huppi is serving as the
Chairman and Chief Executive Officer of Zurich Financial Services Group
("Zurich"); the principal occupation of Laurence Cheng is serving as a senior
partner of Capital Z Partners, an investment fund; the principal occupation of
Gunther Gose is serving as the Chief Financial Officer of Zurich; the principal
occupation of William H. Bolinder is serving as a member of the Group Executive
Board of Zurich.
On September 7, 1998, the businesses of the Zurich Group (including
Zurich's 70% interest in Scudder Kemper) and the financial services businesses
of B.A.T Industries p.l.c. ("B.A.T") were combined to form a new global
insurance and financial services company known as Zurich Financial Services
Group. Zurich Financial Services Group is 57% owned by Zurich Allied AG, a
listed Swiss holding company, and 43% owned by Allied Zurich p.l.c., a listed
U.K. holding company. The home offices of Zurich Financial Services Group and
Zurich Allied AG are located at Mythenquai 2, 8002 Zurich, Switzerland, and the
home office of Allied Zurich p.l.c. is located at 22 Arlington Street, London,
England SW1A 1RW, United Kingdom.
The outstanding voting securities of the Investment Manager are held of
record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of
Zurich; 32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich; 20.86% by
Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M. Small and
Edmond D. Villani in their capacity as representatives (the "Management
Representatives") of the Investment Manager's management holders and retiree
holders pursuant to a Second Amended and Restated Security Holders Agreement
among the Investment Manager, Zurich, ZHCA, ZKIH, the Management
Representatives, the management holders, the retiree holders and Edmond D.
Villani, as trustee of Scudder Kemper Investments, Inc. Executive Defined
Contribution Plan Trust (the "Trust"); and 9.66% by the Trust. There are no
outstanding non-voting securities of the Investment Manager.
- ------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
[ 1400 American Lane, Schaumburg, Illinois
13
<PAGE>
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder Kemper places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a subsidiary of Scudder Kemper),
which in turn places orders on behalf of the Fund with issuers, underwriters or
other brokers and dealers. The Distributor receives no commissions, fees or
other remuneration from the Fund for this service. In selecting brokers and
dealers with which to place portfolio transactions for the Fund, Scudder Kemper
may place such transactions with brokers and dealers that sell shares of funds
advised by Scudder Kemper. In addition, when it can be done consistently with
its policy of obtaining the most favorable net results in placing Fund
brokerage, Scudder Kemper is authorized to place such brokerage with brokers and
dealers who supply brokerage and research services to Scudder Kemper. Allocation
of portfolio transactions is supervised by Scudder Kemper. Allocation of
portfolio transactions is supervised by Scudder Kemper.
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 or telegraph by Officers of the Fund or personnel of Scudder Kemper.
The Fund has retained Shareholder Communications Corporation, 17 State Street,
New York, New York 10004 to assist in the proxy solicitation. The cost of their
services is estimated at $3,500 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 Shareholder Communications Corporation, in
person, by telephone or by telegraph 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.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by July 27, 1999, 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.
14
<PAGE>
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2000 meeting of stockholders of the Fund should send their written
proposals to John Millette, Secretary of the Fund, c/o Scudder Kemper
Investments, Inc. at 345 Park Avenue, New York, New York 10154, by February 17,
2000. 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 2000 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 May 3, 2000. 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,
John Millette
Secretary
345 Park Avenue
New York, New York 10154
June 17, 1999
15
<PAGE>
PROXY THE BRAZIL FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders --July 27, 1999
The undersigned hereby appoints Bruce H. Goldfarb, Kathryn L. Quirk and
Juris Padegs 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 Scudder Kemper Investments, Inc.,
25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on
Tuesday, July 27, 1999 at 10:00 a.m., eastern time, and at any adjournments
thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR each numbered item listed below.
<TABLE>
<S> <C>
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) /___/ to vote for all nominees listed below /___/
Nominees: Class I: Edgar R. Fiedler, William H. Luers, Roberto Teixeira da Costa
(INSTRUCTION To withold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
---------------------------------------------------------
2. Ratification of the selection of PricewaterhouseCoopers LLP as FOR /___/ AGAINST /___/ ABSTAIN /___/
independent accountants for the fiscal year ending June 30, 1999.
<PAGE>
3. Ratification of the selection of PricewaterhouseCoopers LLP as FOR /___/ AGAINST /___/ ABSTAIN /___/
independent accountants for the fiscal year ending June 30, 2000.
</TABLE>
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 exactly as your name or names appear.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such.
--------------------------------------------------
(Signature of Stockholder)
--------------------------------------------------
(Signature of joint owner, if any)
Date , 1999
-----------------------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
