[LOGO]
The Brazil Fund, Inc. 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
May 26, 2000
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 Thursday, July 6, 2000 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 two 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 Thursday, July 6, 2000 at 10:00 a.m., eastern time, for the
following purposes:
(1) To elect two 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, 2001.
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 16, 2000 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
John Millette, Secretary
May 26, 2000
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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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<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 Thursday, July 6, 2000 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 May 26, 2000, 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) and (2) 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 May 16, 2000 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 16,436,992 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, 1999 without charge, by calling 800-349-4281 or writing the
Fund at 345 Park Avenue, New York, New York 10154.
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(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 two 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.
Information Concerning Nominees
The following table sets forth certain information concerning each of the
two nominees as a Director of the Fund. Mr. Froewiss is currently 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 II - Nominees to serve until 2003 Annual Meeting of Stockholders:
--------
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Visiting Professor of Finance, Stern 1997 -- --
School of Business, New York
University; Managing Director, J.P.
Morgan (investment banking firm )
(until 1996). Mr. Froewiss serves on
the board of certain other funds
managed by Scudder Kemper.
Kenneth C. Froewiss+ (54)
Visiting Professor/Executive-in-Residence, -- -- --
Columbia Business School, Columbia
University; Director, ARAMARK Corporation,
Barnes Group, Inc. and Omnicom Group,
Inc.; Member, Council on Foreign
Relations; and Managing Director,
Metropolitan Opera Association. Mr.
Callander serves on the boards of certain
other funds managed by Scudder Kemper.
Robert J. Callander
(69)
</TABLE>
2
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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 I and III Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes.
Class I - Directors to serve until 2002 Annual Meeting of Stockholders:
-------
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Senior Fellow and Economic Counselor, The 1987 12,922 Less than
Conference Board, Inc.; Director: The 1/4 of 1%
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 (until 1999). Mr.
Fiedler serves on the boards of certain
other funds managed by Scudder Kemper.
Edgar R. Fiedler (71)+
Chairman and President, United Nations 1997 301 Less than
Association of the United States of 1/4 of 1%
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.
William H. Luers (71)
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Vice Chairman, Banco-Sul America; 1993 -- --
Chairman, CEAL (Latin American
Businessmen Council), and Director of
five Brazilian listed and unlisted
companies.
Roberto Teixeira da
Costa (65)
</TABLE>
4
<PAGE>
Class III - Directors to serve until 2001 Annual Meeting of Stockholders:
---------
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Chairman of the Board; Advisory 1987 3,357 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.
Juris Padegs (68)*+
Director and Chief Executive Officer, 1987 4,016 Less than
IMF Editora Ltda. (financial 1/4 of 1%
publisher). Mr. Nogueira serves on
the boards of certain other funds
managed by Scudder Kemper.
Ronaldo A. da Frota
Nogueira (61)
President Emeritus, J. Paul Getty Trust 1997 -- --
(charitable institution) (1998-Present);
President and Chief Executive Officer, J.
Paul Getty Trust (1981-1998); Director,
California Endowment; Director, Whittier
Trust Company; Director, Public Policy
Institute; Co-Chair, California Citizens
Commission on Higher Education; Of
Counsel, Skadden, Arps, Slate, Meagher &
Flom (law firm).
Harold M. Williams
(72)
25,412(2) Less than
All Directors and Officers as a group 1/4 of 1%
</TABLE>
------------------------------------
* 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, Scudder Kemper. Mr. Padegs is deemed to be an
interested person because of his affiliation with the Fund's investment
manager, Scudder Kemper, or because he is an Officer of the Fund or both.
5
<PAGE>
+ 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 25,039 shares held with sole investment
and voting power and 373 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 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 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 June 30, 1999, its Reporting Persons complied with all applicable filing
requirements.
According to filings made with the SEC on Schedule 13G made in February
2000, President and Fellows of Harvard College, c/o Harvard Management Company,
600 Atlantic Avenue, Boston, Massachusetts, 02110, reported beneficial ownership
ownership of 926,100 shares, or 5.7% of the Fund's outstanding shares.
According to filings made with the SEC on Schedule 13G made in December
1999, Lazard Freres & Co., LLC, 30 Rockefeller Plaza, New York, NY 10020,
reported beneficial ownership of 1,184,200 shares, or 7.29% of the Fund's
outstanding shares.
Except as noted above, to the best of the Fund's knowledge, as of March 31,
2000, 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 June 30, 1999. 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. da Costa, who attended 33.3% 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 met once during the fiscal year ended June 30,
1999. 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 approves in advance the type of
services to be rendered by independent
6
<PAGE>
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 met once during the fiscal year ended
June 30, 1999. 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.
Executive Officers
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
Edmund B. Games, Jr. (61) Vice President; Managing Director of Scudder Kemper. 1987
Bruce H. Goldfarb (35) Vice President and Assistant Secretary; Senior Vice 1997
President of Scudder Kemper since February 1997;
previously practiced law with the law firm of
Cravath, Swaine & Moore.
Judith A. Hannaway (47) Vice President; Senior Vice President of Scudder Kemper. 1997
John R. Hebble (41) Treasurer; Senior Vice President of Scudder Kemper. 1998
Ann M. McCreary (43) Vice President; Managing Director of Scudder Kemper. 1998
John Millette (37) Vice President and Secretary; Vice President of Scudder 1999
Kemper.
Caroline Pearson (38) Assistant Secretary; Senior Vice President of Scudder 1998
Kemper since September 1997; previously practiced law
with the law firm of Dechert Price & Rhoads.
Kathryn L. Quirk (47) Vice President and Assistant Secretary; Managing 1987
Director of Scudder Kemper.
Paul H. Rogers (44) Vice President; Senior Vice President of Scudder Kemper. 1998
</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.
7
<PAGE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder Kemper was $91,775, including expenses, for the fiscal year ended
June 30, 1999. Each such non-interested 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.
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.
8
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1999
-----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
-----------------------------------------------------------------------------------------------------------------
Estimated Aggregate Compensation as a
Pension or Annual Director/Trustee of the Fund
Aggregate Retirement Benefits Benefits and Other Scudder Funds
Name of Person, Compensation Accrued As Part of Upon Paid by Paid by
Position From Fund Fund Expenses Retirement Funds Scudder**
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roberto Teixeira da Costa, $ 15,150 N/A N/A $ 15,150 $ 0
Director (1 fund)
Edgar R. Fiedler, $ 14,000 N/A N/A $ 64,395* $ 8,835
Director (29 funds)
Kenneth C. Froewiss, Director $ 12,250 N/A N/A $ 19,496 $ 0
(3 funds)
William H. Luers, $ 12,250 N/A N/A $ 212,596 $ 0
Director (28 funds)
Ronaldo A. da Frota $ 16,375 N/A N/A $ 37,725 $ 0
Nogueira, Director (3 funds)
Wilson Nolen,*** $ 12,500 N/A N/A $ 63,598 $ 0
Director (6 funds)
Harold M. Williams, Director $ 7,750 N/A N/A $ 7,750 $ 0
(1 fund)
-----------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Fiedler's total compensation includes $9,900 accrued, but not received,
through a deferred compensation program fro serving on the Board of
Directors of Scudder Fund, Inc.
** During 1999, Scudder Kemper voluntarily agreed to pay the annual fee of the
Trustees of Farmers Investment Trust.
*** In accordance with the Board of Directors' retirement policy, Mr. Nolen is
not standing for reelection.
Mr. Callander, a nominee for Director of the Fund, received $39,600 during
1999 for serving on the Boards of other funds advised by Scudder Kemper.
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.
9
<PAGE>
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held April 5, 2000, 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, 2001. 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 June 30, 1999 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.
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, Harold D. Kahn# is the Chief Financial Officer,
Kathryn L. Quirk# is the General Counsel, Chief Compliance Officer and
Secretary, each of Nicholas Bratt# and Lynn S. Birdsong# are Corporate Vice
Presidents and Directors, and Laurence Cheng*, Gunther Gose* and William H.
Bolinder[ are Directors of the Investment Manager. The principal occupation of
of Edmond D. Villani, Harold D. Kahn, Kathryn L. Quirk, Nicholas Bratt and Lynn
S. Birdsong is serving as a Managing Director of the Investment Manager; the
principal occupation of Rolf Huppi is serving as an officer of Zurich Allied AG
and Zurich Financial Services, Inc.; 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 Insurance Company ("Zurich"); and the principal occupation of William
H. Bolinder is serving as a member of the Group Executive Board of Zurich.
------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
[ 1400 American Lane, Schaumburg, Illinois
10
<PAGE>
The outstanding voting securities of the Investment Manager are held of
record 1.56% by Zurich Insurance Company; 38.75% by Zurich Holding Company of
America ("ZHCA"), a subsidiary of Zurich; 32.34% by ZKI Holding Corp. ("ZKIH"),
a subsidiary of Zurich; 19.62% by Stephen R. Beckwith, Lynn S. Birdsong, Kathryn
L. Quirk 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 Executive Defined Contribution Plan Trust
(the "Trust"); and 7.73% by the Trust. ZHCA owns 100% of the non-voting
securities of the Investment Manager.
On September 7, 1998, the businesses of Zurich (including Zurich's 70%
interest in the Investment Manager) 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 holding company known as Zurich Financial Services, Inc.
("ZFS"), and Zurich became a subsidiary of ZFS. ZFS is currently 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 ZFS 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 SW 1A,
1RW, United Kingdom.
On April 17, 2000, the Boards of Zurich Allied AG and ZFS and the committee
of the Independent Directors of Allied Zurich p.l.c. announced that they had
reached an agreement in principle on the terms of a plan to unify the corporate
structure under a single Swiss holding company which, following completion, will
take the name "Zurich Financial Services" ("new Zurich Financial Services"). The
unification plan will involve the statutory merger of Zurich Allied AG with new
Zurich Financial Services, and the combination of Allied Zurich p.l.c. and new
Zurich Financial Services under a scheme of arrangement. Upon unification, it is
expected that former shareholders of Zurich Allied AG will hold 57% of the
shares in new Zurich Financial Services and former shareholders of Allied Zurich
p.l.c. will hold 43% of the shares in new Zurich Financial Services.
The unification will be presented to Zurich Allied AG and Allied Zurich
p.l.c. shareholders at annual general meetings to be held on May 25, 2000 and
May 26, 2000, respectively, for approval. Subject to the satisfaction of certain
conditions and regulatory approvals, it is expected that the unification would
be completed before the end of the year 2000. The transaction will not affect
Zurich's ownership interest in the Investment Manager or the Investment
Manager's operations.
11
<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.
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 6, 2000, 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 2001 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 16,
2001. The timely submission of a proposal does not guarantee its inclusion.
12
<PAGE>
The Fund may exercise discretionary voting authority with respect to
stockholder proposals for the 2001 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, 2001. 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
May 26, 2000
13
<PAGE>
14
<PAGE>
PROXY THE BRAZIL FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- July 6, 2000
The undersigned hereby appoints Bruce H. Goldfarb, Kathryn L. Quirk and Juris
Padegs and each of them, the proxies for 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
Thursday, July 6, 2000 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 on the reverse side.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
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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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
(Continued on other side.)
<PAGE>
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------------------------------------------------------
THE BRAZIL FUND, INC.
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Please be sure to sign and date this Proxy. | Date |
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-----Stockholder sign here---------------------Co-owner sign here (if any)------
With-
hold
For All
For All Nom- For All
1. The election of two Directors: Nominees inees Except
Class II: Kenneth C. Froewiss / / / / / /
Robert J. Callander
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and write that nominee's name on the space provided below.)
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For Against Abstain
2. Ratification of the selection of
PricewaterhouseCoopers LLP
as independent accountants: / / / / / /
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments or postponements
thereof.
Mark box at right if an address change or comment has been / /
noted on the reverse side of this card.
