CHILE FUND INC
N-30D, 1997-03-04
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<PAGE>
THE CHILE FUND, INC.
- ----------------------------------------
ANNUAL REPORT
DECEMBER 31, 1996



[PHOTO]


<PAGE>
 CONTENTS
 
<TABLE>
<S>                                                                                             <C>
Letter to Shareholders........................................................................          1
 
Portfolio Summary.............................................................................          6
 
Schedule of Investments.......................................................................          7
 
Statement of Assets and Liabilities...........................................................         10
 
Statement of Operations.......................................................................         11
 
Statement of Changes in Net Assets............................................................         12
 
Financial Highlights..........................................................................         13
 
Notes to Financial Statements.................................................................         14
 
Report of Independent Accountants.............................................................         18
 
Results of Annual Meeting of Shareholders.....................................................         19
 
Tax Information...............................................................................         19
 
Description of Dividend Reinvestment and Cash Purchase Plan...................................         20
</TABLE>
 
PICTURED ON THE COVER IS THE SANTIAGO STOCK EXCHANGE LOCATED IN CHILE.
 
- --------------------------------------------------------------------------------
<PAGE>
 LETTER TO SHAREHOLDERS
 
                                                               February 14, 1997
 
DEAR SHAREHOLDER:
 
We  are pleased to report on the activities of The Chile Fund, Inc. (the "Fund")
for the year ended December 31, 1996.
 
PERFORMANCE
 
At December 31, 1996, the Fund's net assets were $317.0 million. The Fund's  net
asset  value ("NAV")  was $22.59 per  share (net of  dividends and distributions
paid of $0.89 per share), as compared to $26.45 at December 31, 1995.
 
For the  period January  1, 1996  through December  31, 1996,  the Fund's  total
return   based  on   NAV  and  assuming   the  reinvestment   of  dividends  and
distributions, declined by 11.1%.  By comparison, the total  return of the  IGPA
Index (the "Index"), a broad index of Chilean equities, declined by 18.1%.
 
The  Fund outperformed the Index primarily  due to very positive stock selection
in the  important utilities  and telecommunications  sectors. According  to  the
Lipper  International  Closed-End  Funds  Service  (the  "Service"),  the Fund's
performance  was  the  best   generated  during  the   period  among  the   five
Chile-specific funds that the Service follows.
 
From  the commencement  of investment operations  on September  27, 1989 through
December 31,  1996, the  Fund's total  return,  based on  NAV and  assuming  the
reinvestment  of  dividends and  distributions, was  433.3%. The  Index returned
436.5% during this period.
 
INVESTMENT PERSPECTIVE
 
Chile was one of only two Latin markets  to post a negative return in 1996  (the
other,  Peru, fell 0.47%). The  downturn in Chilean stocks  is attributable to a
number of factors,  mainly the  tight monetary  policy of  the nation's  central
bank.  Beginning  in mid-1995,  the  bank raised  interest  rates to  reduce the
inflation caused by an overheating  domestic economy. The ensuing slowdown  hurt
industrial  production, exports, consumer spending, corporate earnings and, as a
result, stock prices. Other factors included:
 
- - The country's worst drought in 30 years compressed margins for the electricity
  sector, which accounts for a substantial weighting in Chilean stock indices;
 
- - Unfavorable terms of trade resulted from  a simultaneous fall in the price  of
  copper  (which is Chile's largest export  and most important domestic product)
  and rise in the price of oil (which Chile must import); and
 
- - A big drop in wood pulp  prices greatly depressed earnings of forest  products
  companies, another meaningful index component.
 
Among investors, the widely hoped-for solution to the economy's (and, hence, the
market's)  problems has  been an  easing in monetary  policy via  a reduction in
interest rates. Conditions began to improve  enough by year-end for analysts  to
forecast  a rate cut by  1997's second quarter. In  a surprise move, the central
bank eased rates by 25 basis points in early February.
 
- --------------------------------------------------------------------------------
                                                                           1
<PAGE>
 LETTER TO SHAREHOLDERS
 
Although we believe that a rate cut of 100-200 basis points would be optimal for
equities, we are not disappointed by this first, relatively small, step. In  our
view,  the February cut is the  first of more to come  in a gradual process that
should enable the central bank to achieve a "soft landing" for the economy.
 
We regard current conditions as  quite favorable for stocks' performance.  Chief
among  them  is the  improved  interest-rate climate,  which  will help  to keep
inflation in check. In addition, we note that the drought will likely end in the
next few months, allowing for much better performance by the electricity sector;
the level of foreign  investment in Chile, both  direct and through the  capital
markets,  continues to reach new highs; the peso has appreciated and is now more
directly aligned with  the strong U.S.  dollar, which should  make further  rate
cuts more viable; and the Argentine economy, which is an important growth market
for  many of the  largest Chilean companies,  is rebounding from  its own recent
downturn.
 
A potentially huge  source of demand  for equities is  the requirement that  all
Chilean  employees contribute  10% of  their annual wages  to any  of 13 private
pension funds approved by  the government. Collectively  known by their  Spanish
acronym,  "AFPs," these funds are the  largest institutional investors in Chile:
at the end of 1996, they managed $27.5 billion in assets, including over 10%  of
the market value of all Chilean stocks.
 
Two  factors should serve as catalysts to  boost AFP demand for equities. First,
the fixed  return on  debt instruments  has been  high enough  to discourage  an
aggressive  equity allocation.  This risk/reward balance  will begin  to tilt in
favor of stocks as interest rates decline.  Second, AFPs have only about 26%  of
assets invested in stocks, much lower than the maximum 37% allowed by government
guidelines.  Even a modest increase in the current equity allocation will inject
considerable upward pressure into the market.
 
HIGHLIGHTED COMPANIES
 
To best  illustrate our  approach to  selecting  stocks, we'd  like to  talk  in
greater detail about several of the Fund's holdings.
 
COMPANIA DE PETREOLEOS DE CHILE S.A.
 
One  of the original stocks in the  portfolio is Compania de Petreoleos de Chile
S.A., more conveniently referred to as "Copec." Copec is a holding company for a
variety  of  businesses,  principally   forestry  and  forest  products.   Other
operations  include  fuel  distribution,  electricity,  fishmeal  production and
retailing.
 
Copec is the largest private-sector company in Chile and accounts for roughly 5%
both  of  Chilean   GDP  and  total   Chilean  exports.  In   terms  of   market
capitalization,  it  is the  largest company  listed  on Chile's  Santiago Stock
Exchange.
 
Copec's investment appeal lies in its combination of several factors,  including
an anticipated turnaround in its forest products operation; its wide exposure to
the  resurgent  Chilean economy;  its comfortable  balance of  cyclical, export-
oriented  and  stable  domestic  businesses;  and  its  consistent  market-share
leadership.
 
- --------------------------------------------------------------------------------
   2
<PAGE>
 LETTER TO SHAREHOLDERS
 
We briefly discuss Copec's favorable prospects by business line:
 
FORESTRY.     By  far,  Copec's  main   business  (approximately  66%  of  total
consolidated assets) is  its Arauco  forest products  subsidiary. Including  its
recent  purchase  of the  dominant Argentine  pulp company,  Arauco is  both the
world's third-largest pulp producer and the largest in Latin America's  Southern
Cone.
 
The  keys to Arauco's  success are its low-cost  pulp production, huge resources
and conservative capital structure. These  served Copec well during the  decline
in  world pulp prices throughout most of 1996 and will prove even more important
when, as  we  expect,  Arauco  can leverage  increased  production  volume  onto
rebounding pulp prices to generate superior earnings growth in 1997 and 1998.
 
FUEL  DISTRIBUTION.  This is  Copec's original line of  business, dating back to
the company's inception in the mid-1930s. Its two distribution companies hold  a
leading 52% market share of the Chilean liquid-fuel market. Roughly 60% of sales
volume  goes to industrial customers and the remainder to the public via Copec's
nearly 600  nationwide service  stations.  Fuel distribution  is a  very  solid,
stable  business that acts as  a counterweight to the  cyclicality of the forest
products sector.
 
ELECTRICITY.  Copec  participates in  the growth of  Chile's electricity  sector
through  its ownership of  Sociedad Austral de  Electricidad S.A. ("Saesa") (the
nation's fifth-largest electricity distributor),  minority interest in  Compania
General  de Electricidad S.A  ("CGE") (the second-largest  distributor) and 9.5%
stake  in  Chilgener   S.A.  (the  second-largest   generator).  Investment   in
electricity  has risen  in the last  few years and,  in our view,  should make a
meaningful contribution to earnings in 1997 and 1998.
 
FISHMEAL.  Through  its controlling  stake in Chile's  largest fishing  company,
Igemar,  Copec  meets about  one-third of  the  world's fishmeal  demand. Igemar
suffered through most of the early  1990s from the worldwide fishing  recession,
but  reversed its losses in 1996 via  improved efficiency in cost management and
production. We believe  that Igemar's  performance will continue  to improve  as
fishmeal prices keep rising above their recessionary levels.
 
RETAIL.   Copec  owns ABC,  the largest retailer  of appliances  in the domestic
market. ABC  benefits  from  rising Chilean  disposable  income,  the  improving
economy  and relatively  low market  penetration. Its  main source  of earnings,
however, is the interest income from  its consumer credit operations. [Note:  We
will see this again in our discussion of Falabella.]
 
COMPANIA MANUFACTURERA DE PAPELES Y CARTONES S.A.
 
We  believe that Chilean forestry stocks will experience a major turnaround this
year as investors' negative  perceptions of the  worldwide paper industry  slump
begin  to give way  to greater optimism  about prospects for  1998. With this in
mind, we have positioned the portfolio accordingly. In addition to Copec, one of
the Fund's oldest and  biggest holdings is Compania  Manufacturera de Papeles  y
Cartones S.A. ("CMPC"), Chile's second-largest forest products company.
 
Other factors enhance CMPC's significant appreciation potential:
 
- - Its  shares have been  unduly pummeled along  with those of  the many forestry
  companies that concentrate  on producing relatively  low-value, commodity  raw
  materials. By contrast, CMPC adds value to its domestic production by using it
  to  make consumer paper products, packaging materials and newsprint. Its stock
  price should reflect this important distinction.
 
- - Because it has  less flexibility in  setting its paper  prices, CMPC tends  to
  have a revenue stream that is somewhat less vulnerable to fluctuations in pulp
  prices than that of Copec.
 
- --------------------------------------------------------------------------------
                                                                           3
<PAGE>
 LETTER TO SHAREHOLDERS
 
- - It  has moved to increase its presence in the domestic market by acquiring the
  20% equity interests in  two paper and forestry  companies previously held  by
  Scott Paper.
 
- - It  is aggressively pursuing regional and product diversification within Latin
  America. This  is most  prominent in  Argentina, where  CMPC has  complete  or
  significant  ownership stakes in makers of industrial bags, flexible packaging
  and disposable diapers. New facilities also are planned for locations in  Peru
  and Brazil.
 
SOCIEDAD ANONIMA COMERCIAL E INDUSTRIAL FALABELLA
 
Sociedad  Anonima  Comercial  e Industrial  Falabella  ("Falabella")  is Chile's
largest  department  store  chain,  with  an  approximately  40%  share  of  the
department  store  market.  It is  a  very  new listing  on  the  Santiago Stock
Exchange, having sold  a 5% stake  to the  public in its  December 1996  initial
public offering.
 
As  we noted in our comments on Copec's ABC subsidiary, conditions for retailers
in Chile are favorable. Disposable income is increasing, the overall economy  is
improving  and store  penetration is relatively  low, all of  which suggest that
there is much growth  potential for the  industry. Falabella certainly  benefits
from all of these factors, particularly the increase in disposable income, since
its  target sector is middle-income consumers (whose disposable income is rising
most quickly).
 
Perhaps the most important element in Falabella's success is its consumer credit
operation. This aspect of the business achieves profit margins exceeding 15% and
represents about 40% of consolidated earnings.  It also serves as a  substantial
competitive  advantage: Falabella offers  the cheapest credit  in the market and
has the lowest cost of funds, enabling it both to generate higher  profitability
than   its  competitors  and  reduce   margins  sufficiently  to  force  smaller
competitors out of the business.
 
Another major positive for  Falabella is its  ownership of much  of the land  on
which  its stores  reside. For example,  it owns  a 50% stake  in three shopping
malls whose  store  units  contribute  about 8%  of  consolidated  earnings.  In
addition, its stores already occupy Chile's most desirable retail sites, meaning
that  major  foreign competitors  such as  Wal-Mart  and France's  Carrefour are
effectively shut out of the Chilean market.
 
Along with regional  expansion into  Peru and Argentina,  the preceding  factors
make  a  formidable  case  for  investment in  Falabella  shares.  We  see great
potential for long-term appreciation.
 
OUTLOOK
 
Looking ahead, we feel quite positively  about the future prospects for  Chilean
equities.   By   several   measures,  valuations   are   very   attractive.  The
interest-rate/inflation environment is becoming more favorable. The climate  for
corporate  earnings is improving.  Terms of trade are  returning to an agreeable
status quo.  The  central bank's  commitment  to reduce  inflation  is  strongly
supportive of equity growth over the long term. AFPs, virtually inevitably, will
provide tremendous liquidity to the market.
 
- --------------------------------------------------------------------------------
   4
<PAGE>
 LETTER TO SHAREHOLDERS
 
We  would like  to take this  opportunity to reiterate  our principal investment
rationale: that Chile is one of the "safe havens" among emerging capital markets
generally and those  of Latin  America particularly.  Its fundamental  soundness
rests on a foundation of stable democracy, pro-market economic direction, strict
economic  vigilance,  moderate-yet-sustainable  GDP growth  and  superior social
indicators relative to other Latin American nations.
 
In an important organizational development,  Richard Watt of BEA Associates  has
been named as the Fund's President and Chief Investment Officer as of January 1,
1997.  Richard has contributed  his expertise in emerging  equity markets to the
Fund and  several other  BEA closed-end  funds  since joining  BEA in  1995.  He
succeeds Emilio Bassini, who guided the Fund from its 1989 inception through the
end  of  1996.  Emilio resigned  his  position  in order  to  focus  his efforts
exclusively on private equity investments  through his recently organized  firm,
Bassini,  Playfair  +  Associates LLC,  and  will  continue to  serve  BEA  as a
consultant.
 
We wish to  remind shareholders whose  shares are registered  in their own  name
that they automatically participate in the Fund's dividend reinvestment program.
The  automatic  Dividend  Reinvestment Plan  (the  "Plan")  can be  of  value to
shareholders in maintaining their proportional ownership interest in the Fund in
an easy and convenient way. A shareholder whose shares are held in the name of a
broker/dealer  or  nominee   should  contact  that   party  for  details   about
participating  in the Plan.  The Fund also offers  shareholders a voluntary Cash
Purchase Plan. The Plan and the Cash Purchase Plan are described on pages 20 and
21 of this report.
 
As developments occur in Chile or at BEA that we believe would be of interest to
you, we will be  sure to keep  you informed. Meanwhile,  if you have  questions,
please feel free to call upon us at any time.
 
Respecfully,
 
                [SIG]
 
Richard W. Watt
President and Chief Investment Officer*
 
- --------------------------------------------------------------------------------
*  Richard Watt,  who is  a Managing  Director of  BEA Associates,  is primarily
responsible for management of the Fund's assets. Mr. Watt has served the Fund in
such capacity since January 1, 1997. He  joined BEA on August 2, 1995. Mr.  Watt
was formerly associated with Gartmore Investment Limited in London, where he was
head  of emerging markets investments  and research. In this  capacity, he led a
team of four portfolio managers and  was manager of a closed-end Latin  American
fund  focusing on smaller  companies. Before joining Gartmore  in 1992, Mr. Watt
was a director of Kleinwort Benson International Investments in London, where he
was responsible for research, analysis and trading of equities in Latin  America
and  other  regions. Mr.  Watt  is a  Director,  President and  Chief Investment
Officer of the Fund. Mr. Watt  is also Director, President and Chief  Investment
Officer  of The Brazilian Equity Fund, Inc., The Emerging Markets Infrastructure
Fund, Inc., The Emerging Markets Telecommunications Fund, Inc., The First Israel
Fund, Inc., The Latin  America Equity Fund, Inc.,  The Latin America  Investment
Fund, Inc. and The Portugal Fund, Inc.
 
- --------------------------------------------------------------------------------
                                                                           5
<PAGE>
- --------------------------------------------------------------------------------
 
THE CHILE FUND, INC.
 
PORTFOLIO SUMMARY - AS OF DECEMBER 31, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 SECTOR ALLOCATION
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
                             12/31/1996    12/31/1995
<S>                         <C>           <C>
Banking                            1.98%         2.26%
Consumer Goods                     1.45%         3.18%
Electric Distribution             16.39%        13.79%
Electric Generation               22.00%        23.68%
Engineering & Construction         3.20%         2.98%
Fertilizer                         3.06%         2.58%
Financial Services                 3.07%         4.87%
Food & Beverages                  12.42%        12.10%
Forestry                          10.85%        12.08%
Mining                             2.80%         2.10%
Telecommunications                15.95%        12.57%
Other                              6.83%         7.81%
</TABLE>
 
 TOP 10 HOLDINGS, BY ISSUER
 
<TABLE>
<CAPTION>
                                                                                                       Percent of Net
           Holding                                                                   Sector                Assets
<C>        <S>                                                             <C>                         <C>
- ---------------------------------------------------------------------------------------------------------------------
       1.  Compania de Telecomunicaciones de Chile S.A.                        Telecommunications            14.0
- ---------------------------------------------------------------------------------------------------------------------
       2.  Chilectra S.A.                                                    Electric Distribution            9.1
- ---------------------------------------------------------------------------------------------------------------------
       3.  Enersis S.A.                                                       Electric Generation             9.0
- ---------------------------------------------------------------------------------------------------------------------
       4.  Empresa Nacional de Electricidad S.A.                              Electric Generation             8.2
- ---------------------------------------------------------------------------------------------------------------------
       5.  Embotelladora Andina S.A.                                            Food & Beverages              5.7
- ---------------------------------------------------------------------------------------------------------------------
       6.  Compania de Petreoleos de Chile S.A.                                     Forestry                  5.3
- ---------------------------------------------------------------------------------------------------------------------
       7.  Chilgener S.A.                                                     Electric Generation             4.0
- ---------------------------------------------------------------------------------------------------------------------
       8.  Empresas Emel S.A.                                                Electric Distribution            3.8
- ---------------------------------------------------------------------------------------------------------------------
       9.  Compania Manufacturera de Papeles y Cartones S.A.                        Forestry                  3.6
- ---------------------------------------------------------------------------------------------------------------------
      10.  Sociedad Quimica y Minera de Chile S.A.                                 Fertilizer                 3.1
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
   6
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
SCHEDULE OF INVESTMENTS - DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
<S>                        <C>            <C>
- -----------------------------------------------------
 EQUITY OR EQUITY-LINKED SECURITIES-101.88%
 AGRICULTURE-0.11%
Inversiones Agricolas e
 Industriales S.A........      1,003,524  $   354,704
                                          -----------
 BANKING-1.98%
Banco de Credito e
 Inversiones.............        721,628    4,608,488
Banco Santander Chile+...     25,706,975    1,675,027
                                          -----------
                                            6,283,515
                                          -----------
 BASIC METALS-0.50%
Ceramicas Cordillera
 S.A.....................        316,132    1,571,906
                                          -----------
 CONSUMER DURABLES-1.04%
Companias Cic S.A........        974,398      126,292
Empresas Almacenes
 Paris+..................      4,075,714    3,169,520
                                          -----------
                                            3,295,812
                                          -----------
 CONSUMER GOODS-1.45%
Compania Tecno Industrial
 S.A.....................    203,162,821    4,596,119
                                          -----------
 ELECTRIC DISTRIBUTION-16.38%
Chilectra S.A............      4,748,691   24,507,207
Chilectra S.A. ADS++.....         80,400    4,351,650
Compania General de
 Electricidad S.A........      1,502,814    5,985,049
Empresa Electrica de
 Antofagasta S.A.........        380,447      162,274
Empresa Electrica de
 Arica S.A...............      6,241,491    1,323,752
Empresa Electrica de
 Iquique S.A.............      5,913,829    1,532,983
Empresas Emel S.A........        536,777   11,890,430
Sociedad Austral de
 Electricidad S.A........         84,081    2,179,547
                                          -----------
                                           51,932,892
                                          -----------
 
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 
 ELECTRIC GENERATION-22.00%
Chilgener S.A............      2,570,395  $12,720,230
Chilquinta Energia
 S.A.....................        108,303    1,204,643
Empresa Electrica
 Pilmaiquen S.A..........      1,758,084    1,408,622
Empresa Nacional de
 Electricidad S.A........     52,227,708   25,969,239
Enersis S.A..............     54,233,012   28,436,067
                                          -----------
                                           69,738,801
                                          -----------
 ENGINEERING & CONSTRUCTION-3.20%
Besalco S.A..............        470,540    2,993,892
Cemento Polpaico S.A.....         51,502    2,753,691
Empresas Pizarreno
 S.A.....................         98,267      185,256
Inversiones Industriales
 San Jose S.A............         26,609        5,706
Maderas y Sinteticos
 Sociedad Anonima........      9,316,048    4,193,155
                                          -----------
                                           10,131,700
                                          -----------
 FERTILIZER-3.06%
Sociedad Quimica y Minera
 de Chile S.A., Class
 A.......................      1,446,507    6,715,256
Sociedad Quimica y Minera
 de Chile S.A., Class
 B.......................        570,322    2,976,937
                                          -----------
                                            9,692,193
                                          -----------
 FINANCIAL SERVICES-3.07%
Administradora de Fondos
 de Pensiones Provida
 S.A. ADS................         68,600    1,286,250
Antarchile S.A., Class
 A.......................        493,805    1,512,776
Antarchile S.A., Class
 C.......................        302,021      996,417
Compania de Inversiones
 Los Almendros, Class
 A.......................      1,540,000      522,587
Compania de Inversiones
 Luz y Fuerza S.A., Class
 A.......................      1,540,000      522,587
Elecmetal S.A............        378,598    2,230,458
Invercap S.A.............      1,594,008    1,070,560
Inversiones Litani
 S.A.+...................        795,826       82,499
Maritima de Inversiones
 S.A.....................      4,068,627      651,977
Quemchi S.A..............        691,164      832,296
</TABLE>
 
- --------------------------------------------------------------------------------
                                                                           7
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
SCHEDULE OF INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 FINANCIAL SERVICES (CONTINUED)
Sipsa Sociedad de
 Inversiones Industriales
 y Pesqueras S.A.........         45,274  $    31,314
                                          -----------
                                            9,739,721
                                          -----------
 FISHERY-0.69%
Empresas Pesquera Eperva
 S.A., Class A...........      1,518,489      379,667
Pesquera Itata S.A.......      4,819,291    1,005,084
Sociedad Pesquera Coloso
 S.A.....................      1,293,879      792,762
                                          -----------
                                            2,177,513
                                          -----------
 FOOD & BEVERAGES-12.42%
Compania Cervecerias
 Unidas S.A.(a)..........      2,258,304    7,077,988
Compania Cervecerias
 Unidas S.A. ADR.........         41,000      661,125
Distribucion y
 Servicio+...............      3,211,264    1,785,927
Embotelladora Andina
 S.A.(b).................      3,744,969   18,179,890
Embotelladora Arica*.....      6,887,442    2,972,364
Embotelladora Polar
 S.A.....................      4,801,231    3,620,582
Empresas Iansa S.A.......     12,906,344    2,767,709
Empresas Santa Carolina
 S.A., Series A..........      2,486,850    2,051,131
Empresas Santa Carolina
 S.A., Series B..........        248,685      205,113
Jugos Concentrados
 S.A.....................      1,520,788       63,613
                                          -----------
                                           39,385,442
                                          -----------
 FORESTRY-10.85%
Compania Chilena de
 Fosforos S.A............        500,585    1,368,395
Compania de Petreoleos de
 Chile S.A...............      4,688,202   16,848,140
Compania Manufacturera de
 Papeles y Cartones
 S.A.....................      1,047,197   11,277,696
Forestal Cholguan........        302,327      220,859
Forestal Terranova.......      2,430,030    2,462,385
Industrias Forestales
 S.A.....................      9,385,866    1,393,448
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 FORESTRY (CONTINUED)
 
Maderas Prensadas
 Cholguan S.A............      3,292,764  $   814,752
                                          -----------
                                           34,385,675
                                          -----------
 HEALTH CARE-0.86%
Banmedica S.A............      8,266,362    2,727,208
                                          -----------
 INFRASTRUCTURE-0.70%
Infra Structura 2000*+...      9,915,191    2,211,593
                                          -----------
 INSURANCE-0.27%
Compania de Seguros La
 Prevision Vida S.A......        818,209      852,241
                                          -----------
 MACHINERY & ELECTRIC-0.30%
Madeco S.A. NPV ADR......         38,700      938,475
                                          -----------
 MINING-2.80%
Antofagasta Holdings
 P.L.C...................      1,338,500    7,796,147
Empresa Minera de Mantos
 Blancos S.A.............        486,098      836,224
Minera Lo Valdes Ltda....         30,415        5,304
Sociedad Punta del Cobre
 S.A., Class A...........          2,423      229,824
                                          -----------
                                            8,867,499
                                          -----------
 PACKAGING-0.15%
Envases del Pacifico
 S.A.....................        940,909      470,066
                                          -----------
 PHARMACEUTICALS-0.83%
Laboratorio Chile S.A....      3,205,566    2,643,921
                                          -----------
 REAL ESTATE-0.23%
Inmobiliaria Urbana
 S.A.....................        407,310      734,281
                                          -----------
 RETAIL-1.05%
Santa Isabel S.A.........        278,190      396,618
Sociedad Anonima
 Comercial e Industrial
 Falabella...............      3,656,195    2,929,436
                                          -----------
                                            3,326,054
                                          -----------
 SHIPPING-0.46%
Compania Sud Americana de
 Vapores S.A.............      1,632,577    1,231,117
Puerto de Lirquen S.A....         76,440       72,054
</TABLE>
 
- --------------------------------------------------------------------------------
   8
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
SCHEDULE OF INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 SHIPPING (CONTINUED)
Puerto Ventanas S.A......        112,988  $   157,097
                                          -----------
                                            1,460,268
                                          -----------
 STEEL-0.98%
Compania de Aceros del
 Pacifico S.A............      1,594,008    3,117,772
                                          -----------
 TELECOMMUNICATIONS-15.95%
Compania de
 Telecomunicaciones de
 Chile S.A. ADS..........         12,400    1,253,950
Compania de
 Telecomunicaciones de
 Chile S.A., Class A.....      7,279,417   41,775,808
Compania de
 Telecomunicaciones de
 Chile S.A., Class B.....        287,490    1,490,463
Empresa Nacional de
 Telecomunicaciones
 S.A.....................        890,731    6,045,258
                                          -----------
                                           50,565,479
                                          -----------
 TEXTILES-0.08%
Zalaquett S.A............      1,496,767      247,327
                                          -----------
 TOBACCO-0.44%
Empresas CCT S.A.........        222,137    1,413,385
                                          -----------
 WHOLESALE-0.03%
Zona Franca de Iquique
 S.A.....................        289,797       99,706
                                          -----------
TOTAL EQUITY OR EQUITY-LINKED SECURITIES
 (Cost $121,312,130)....................  322,961,268
                                          -----------
 SHORT-TERM INVESTMENTS-2.47%
 CHILEAN INFLATION-ADJUSTED TIME DEPOSIT-0.03%
<CAPTION>
                            Units (000)
                           -------------
<S>                        <C>            <C>
Banco de O'Higgins,
 7.00%, 01/08/97** (Cost
 $101,707)...............    CLP       3       98,975
                                          -----------
<CAPTION>
 
                              No. of         Value
                              Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 CHILEAN MUTUAL FUNDS-1.68%
Fondo Bancredito
 Redimiento..............         21,717  $   826,799
Fondo Mutuo Banco
 Santander...............        260,094      883,434
Fondo Mutuo Operacional
 BanChile................        194,912    2,143,518
Fondo Mutuo Security
 Check...................        363,411    1,468,675
                                          -----------
TOTAL CHILEAN MUTUAL FUNDS (Cost
 $5,323,812)............................    5,322,426
                                          -----------
 TIME DEPOSIT-0.76%
<CAPTION>
                             Par (000)
                           -------------
<S>                        <C>            <C>
The Chase Manhattan Bank,
 N.A., 7.00%, 01/06/97
 (Cost $2,428,790).......    USD   2,429    2,428,790
                                          -----------
TOTAL SHORT-TERM INVESTMENTS (Cost
 $7,854,309)............................    7,850,191
                                          -----------
 
TOTAL INVESTMENTS-104.35%
 (Cost $129,166,439) (Notes A,D)........  330,811,459
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS-(4.35)%.........................  (13,799,651)
                                          -----------
NET ASSETS-100.00%......................  $317,011,808
                                          -----------
                                          -----------
- ---------------------------------------------------------
*          Not readily marketable security.
**         Effective yield on the date of purchase.
+          Security is non-income producing.
++         SEC Rule 144A security. Such securities are traded
           only among "qualified institutional buyers."
(a)        With an additional 493,385 rights attached, expiring
           01/18/97, with no market value.
(b)        With an additional 482,018 rights attached, expiring
           01/14/97, with no market value.
ADR        American Depositary Receipts.
ADS        American Depositary Shares.
CLP        Chilean Pesos.
USD        United States Dollars.
</TABLE>
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           9
<PAGE>
- --------------------------------------------------------------------------------
 
THE CHILE FUND, INC.
 
STATEMENT OF ASSETS AND LIABILITIES - DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                          <C>
 ASSETS
Investments, at value (Cost
 $129,166,439) (Note A).................     $330,811,459
Cash (including $450,204 of foreign
 currencies with a cost of $450,204)
 (Note A)...............................        1,757,253
Receivables:
  Investments sold......................        1,114,133
  Dividends.............................           26,638
  Interest..............................            1,643
Prepaid expenses........................            4,079
                                             ------------
Total Assets............................      333,715,205
                                             ------------
 
 LIABILITIES
Payables:
  Dividend (Note A).....................       12,071,000
  Investments purchased.................        1,780,458
  Advisory fees (Note B)................        1,013,334
  Administration fees (Note B)..........           29,943
  Other accrued expenses................          253,662
  Chilean repatriation tax (Note A).....        1,555,000
                                             ------------
Total Liabilities.......................       16,703,397
                                             ------------
NET ASSETS (applicable to 14,036,046
 shares of common stock outstanding)
 (Note C)...............................     $317,011,808
                                             ------------
                                             ------------
 
NET ASSET VALUE PER SHARE ($317,011,808
  DIVIDED BY 14,036,046)................           $22.59
                                             ------------
                                             ------------
 
 NET ASSETS CONSIST OF
Capital stock, $0.001 par value;
 14,036,046 shares issued and
 outstanding (100,000,000 shares
 authorized)............................     $     14,036
Paid-in capital.........................      115,120,016
Distribution in excess of net investment
 income.................................       (2,224,031)
Accumulated net realized gain on
 investments and foreign currency
 related transactions...................        2,461,355
Net unrealized appreciation in value of
 investments and translation of other
 assets and liabilities denominated in
 foreign currencies.....................      201,640,432
                                             ------------
Net assets applicable to shares
 outstanding............................     $317,011,808
                                             ------------
                                             ------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 See accompanying notes to financial statements.
   10
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                          <C>
 INVESTMENT INCOME
Income (Note A):
  Dividends.............................     $ 13,281,018
  Interest..............................          521,024
  Less: Foreign taxes withheld..........         (101,969)
                                             ------------
  Total Investment Income...............       13,700,073
                                             ------------
Expenses:
  Investment advisory fees (Note B).....        4,104,153
  Custodian fees........................          564,298
  Administration fees (Note B)..........          277,047
  Accounting fees.......................          151,186
  Printing..............................           91,984
  Audit and legal fees..................           73,464
  Insurance.............................           44,636
  Transfer agent fees...................           29,759
  Directors' fees.......................           26,822
  NYSE listing fees.....................           24,295
  Other.................................           27,952
  Chilean repatriation tax (Note A).....        1,741,341
                                             ------------
  Total Expenses........................        7,156,937
                                             ------------
  Net Investment Income.................        6,543,136
                                             ------------
 
 NET REALIZED AND UNREALIZED LOSS ON
 INVESTMENTS AND FOREIGN CURRENCY
 RELATED TRANSACTIONS
Net realized gain/(loss) from:
  Investments...........................        7,378,958
  Foreign currency related
   transactions.........................         (105,443)
Net change in unrealized appreciation in
 value of investments and translation of
 other assets and liabilities
 denominated in foreign currencies......      (55,537,675)
                                             ------------
Net realized and unrealized loss on
 investments and foreign currency
 related transactions...................      (48,264,160)
                                             ------------
NET DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS........................     $(41,721,024)
                                             ------------
                                             ------------
</TABLE>
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           11
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             For the Years Ended December
                                                          31,
                                             -----------------------------
                                                 1996            1995*
<S>                                          <C>              <C>
                                             -----------------------------
 
 INCREASE/(DECREASE) IN NET ASSETS
Operations:
  Net investment income.................     $  6,543,136     $  9,074,945
  Net realized gain on investments and
   foreign currency related
   transactions.........................        7,273,515        2,624,661
  Net change in unrealized appreciation
   in value of investments and
   translation of other assets and
   liabilities denominated in foreign
   currencies...........................      (55,537,675)       3,280,611
                                             ------------     ------------
    Net increase/(decrease) in net
     assets resulting from operations...      (41,721,024)      14,980,217
                                             ------------     ------------
Dividends and distributions to
 shareholders:
  Net investment income.................       (6,546,741)      (9,024,230)
  In excess of net investment income....       (2,224,031)              --
  Net realized gain on investments and
   foreign currency related
   transactions.........................       (3,720,788)      (3,152,971)
                                             ------------     ------------
    Total dividends and distributions to
     shareholders.......................      (12,491,560)     (12,177,201)
                                             ------------     ------------
Capital share transactions (Note C):
  Proceeds from 39,128 shares and 18,580
   shares, respectively, issued in
   reinvestment of dividends............          948,897          425,598
                                             ------------     ------------
    Total increase/(decrease) in net
     assets.............................      (53,263,687)       3,228,614
                                             ------------     ------------
 
 NET ASSETS
Beginning of year.......................      370,275,495      367,046,881
                                             ------------     ------------
End of year (including undistributed net
 investment income of $109,048 for the
 year ended December 31, 1995.).........     $317,011,808     $370,275,495
                                             ------------     ------------
                                             ------------     ------------
</TABLE>
 
- --------------------------------------------------------------------------------
* References to shares outstanding prior to July 17, 1995, have been restated to
  reflect the two-for-one stock split (See Note C).
 
- --------------------------------------------------------------------------------
                                 See accompanying notes to financial statements.
   12
<PAGE>
- --------------------------------------------------------------------------------
 
THE CHILE FUND, INC.
 
FINANCIAL HIGHLIGHTS @
- --------------------------------------------------------------------------------
 
Contained below is per share operating performance data for a share of common
stock outstanding, total investment return, ratios to average net assets and
other supplemental data for each period indicated. This information has been
derived from information provided in the financial statements and market price
data for the Fund's shares.
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                         For the Years Ended                                     For the Period
                                                             December 31,                                      September 27, 1989*
                           --------------------------------------------------------------------------------          through
                             1996          1995     1994+      1993      1992          1991          1990       December 31, 1989
<S>                        <C>           <C>       <C>       <C>       <C>           <C>           <C>         <C>
                           -------------------------------------------------------------------------------------------------------
 PER SHARE OPERATING
 PERFORMANCE
Net asset value,
 beginning of period.....     $26.45       $26.26    $20.13    $15.55     $14.84         $8.72        $7.40            $6.88**
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Net investment income....       0.47         0.65      0.42      0.35       0.39          0.49         0.78             0.02
Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions............      (3.44)        0.41++     6.24     5.96       1.93          7.21         1.17             0.67
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Net increase/(decrease)in
 net assets resulting
 from operations.........      (2.97)        1.06      6.66      6.31       2.32          7.70         1.95             0.69
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Dividends and
 distributions to
 shareholders:
  Net investment
   income................      (0.47)       (0.65)    (0.47)    (0.31)     (0.39)        (0.49)       (0.63)           (0.03)
  In excess of net
   investment income.....      (0.16)          --        --        --         --            --           --            (0.14)
  Net realized gain on
   investments and
   foreign currency
   related
   transactions..........      (0.26)       (0.22)    (0.06)    (0.26)     (1.22)        (1.09)          --               --
  In excess of net
   realized gains on
   investments and
   foreign currency
   related
   transactions..........         --           --        --     (0.16)        --            --           --               --
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Total dividends and
 distributions to
 shareholders............      (0.89)       (0.87)    (0.53)    (0.73)     (1.61)        (1.58)       (0.63)           (0.17)
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Dilution due to capital
 share rights offering...         --           --        --     (1.00)        --            --           --               --
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Net asset value, end of
 period..................     $22.59       $26.45    $26.26    $20.13     $15.55        $14.84        $8.72            $7.40
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Market value, end of
 period..................    $20.875      $26.000   $23.063   $22.250    $16.563       $11.938       $7.750           $7.813
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
Total investment
 return(a)...............     (16.43)%      16.66%     6.05%    38.82%     53.80%        71.05%        7.07%           14.17%
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
                           ---------     --------  --------  --------  ---------     ---------     --------         --------
 
 RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
 (000 omitted)...........   $317,012     $370,275  $367,047  $281,031   $168,580      $160,360      $93,744          $79,494
Ratio of expenses to
 average net assets......       1.96%(d)     1.46%     1.39%     1.72%      2.15%(d)      2.13%(d)     2.04%            1.98%(b)
Ratio of net investment
 income to average net
 assets..................       1.79%        2.39%     1.74%     2.47%      2.17%         3.41%        9.56%            1.44%(b)
Portfolio turnover
 rate....................       4.82%        2.38%     0.86%    11.29%      6.29%        19.32%       12.63%            2.38%(c)
Average commission rate
 per share(e)............    $0.0027           --        --        --         --            --           --               --
</TABLE>
 
- ---------------------------------------------------------------------------
@    Per share amounts prior to July 17, 1995 have been restated to reflect
     the two-for-one stock split (see Note C).
*    Commencement of investment operations.
**   Initial public offering price of $7.50 per share less underwriting
     discount of $0.52 per share and offering expenses of $0.10 per share.
+    Based on average shares outstanding.
++   Includes a $0.01 per share decrease to the Fund's net asset value per
     share resulting from the dilutive impact of shares issued pursuant to
     the Fund's automatic Dividend Reinvestment Plan in 1995.
(a)  Total investment return at market value is based on the changes in
     market price of a share during the period and assumes reinvestment of
     dividends and distributions, if any, at actual prices pursuant to the
     Fund's Dividend Reinvestment Plan. Total investment return does not
     reflect brokerage commissions or initial underwriting discounts and
     has not been annualized.
(b)  Annualized.
(c)  Not annualized.
(d)  Ratios include effect of repatriation taxes. The ratio of expenses to
     average net assets would have been 1.48% for the year ended December
     31, 1996; 1.71% for the year ended December 31, 1992; and 1.75% for
     the year ended December 31, 1991, respectively, excluding repatriation
     taxes.
(e)  Disclosure is required for fiscal years beginning on or after
     September 1, 1995. Represents average commission rate per share
     charged to the Fund on purchases and sales of investments during the
     period.
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           13
<PAGE>
- --------------------------------------------------------------------------------
 
THE CHILE FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
 NOTE A. SIGNIFICANT ACCOUNTING POLICIES
 
The  Chile Fund, Inc. (the  "Fund") was incorporated in  Maryland on January 30,
1989 and commenced  investment operations  on September  27, 1989.  The Fund  is
registered  under  the  Investment  Company  Act  of  1940,  as  amended,  as  a
closed-end,   non-diversified   management   investment   company.   Significant
accounting policies are as follows:
 
MANAGEMENT ESTIMATES: The preparation of financial statements in accordance with
generally  accepted accounting  principles requires  management to  make certain
estimates and assumptions that may  affect the reported amounts and  disclosures
in the financial statements. Actual results could differ from those estimates.
 
PORTFOLIO  VALUATION:  Investments  are  stated  at  value  in  the accompanying
financial statements. All  securities for  which market  quotations are  readily
available  are  valued at  the last  sales price  or lacking  any sales,  at the
closing price last quoted  for the securities (but  if bid and asked  quotations
are available, at the mean between the current bid and asked prices). Securities
that  are traded over-the-counter are valued at the mean between the current bid
and the asked prices, if available.  All other securities and assets are  valued
at  fair value as determined in good faith by the Board of Directors. Short-term
investments having a  maturity of 60  days or less  are valued on  the basis  of
amortized  cost. The Board  of Directors has  established general guidelines for
calculating fair value of non-publicly traded securities. At December 31,  1996,
the  Fund held 1.64% of its net assets in securities valued in good faith by the
Board of  Directors with  an aggregate  cost  of $5,178,491  and fair  value  of
$5,183,957.  The net asset value per share  of the Fund is calculated weekly, at
the end  of each  month  and at  any  other times  determined  by the  Board  of
Directors.
 
CASH: Deposits held at Brown Brothers Harriman & Co., the Fund's custodian, in a
variable rate account are classified as cash. At December 31, 1996, the interest
rate  was 5.00%, which resets on a daily basis. Amounts on deposit are generally
available on the same business day.
 
INVESTMENT TRANSACTIONS  AND  INVESTMENT  INCOME:  Investment  transactions  are
accounted  for on the trade date. The  cost of investments sold is determined by
use of  the specific  identification  method for  both financial  reporting  and
income  tax purposes. Interest income is  recorded on an accrual basis; dividend
income is recorded on the ex-dividend date.
 
TAXES: No provision is made for U.S. federal income or excise taxes as it is the
Fund's intention to continue to qualify as a regulated investment company and to
make the requisite distributions to its shareholders which will be sufficient to
relieve it from all or substantially all U.S. federal income and excise taxes.
 
The Fund will  be subject to  and accrues  a 10% Chilean  repatriation tax  with
respect  to all known  and estimated remittances  from Chile. The  Fund does not
accrue repatriation tax  with respect  to all  net unrealized  gains on  Chilean
securities  as the  Fund does  not intend to  realize and  remit such unrealized
gains in the foreseeable future. If  all unrealized gains on Chilean  securities
had  been realized and repatriated at December  31, 1996, the Fund would have to
pay a repatriation tax of approximately $19,330,452 or $1.38 per share.
 
FOREIGN CURRENCY TRANSLATIONS: The books and records of the Fund are  maintained
in  U.S. dollars. Foreign  currency amounts are translated  into U.S. dollars on
the following basis:
 
     (I) market value of  investment securities, assets  and liabilities at  the
         current rate of exchange; and
 
- --------------------------------------------------------------------------------
   14
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
    (II) purchases  and sales of  investment securities, income  and expenses at
         the relevant rates of  exchange prevailing on  the respective dates  of
         such transactions.
 
The  Fund does not  isolate that portion  of gains and  losses in investments in
equity securities which  is due to  changes in the  foreign exchange rates  from
that which is due to changes in market prices of equity securities. Accordingly,
realized  and unrealized foreign currency gains  and losses with respect to such
securities are included in  the reported net realized  and unrealized gains  and
losses on investment transactions balances.
 
Net  currency  gains  from  valuing  foreign  currency  denominated  assets  and
liabilities at period  end exchange rates  are reflected as  a component of  net
unrealized  appreciation/depreciation in value of investments and translation of
other assets and liabilities denominated in foreign currencies.
 
Net realized foreign exchange gains represent foreign exchange gains and  losses
from  transactions in foreign currencies and forward foreign currency contracts,
exchange gains or losses realized between the trade date and settlement dates on
security transactions, and the  difference between the  amounts of interest  and
dividends  recorded on the  Fund's books and  the U.S. dollar  equivalent of the
amounts actually received.
 
DISTRIBUTIONS OF INCOME  AND GAINS: The  Fund distributes at  least annually  to
shareholders,  substantially all of  its net investment  income and net realized
short-term capital  gains,  if any.  The  Fund determines  annually  whether  to
distribute  any net realized  long-term capital gains in  excess of net realized
short-term capital  losses,  including  capital  loss  carryovers,  if  any.  An
additional distribution may be made to the extent necessary to avoid the payment
of a 4% U.S. federal excise tax. Dividends and distributions to shareholders are
recorded by the Fund on the ex-dividend date.
 
On  December 12,  1996, a distribution  in the aggregate  amount of $12,071,000,
equal to $0.86 per share was  declared. The distribution was comprised of  $0.62
per  share from  net investment  income and  $0.24 per  share from  net realized
long-term capital gains.  The distribution  is payable  on January  10, 1997  to
shareholders of record as of December 31, 1996.
 
The  character of distributions made during  the year from net investment income
or net realized gains may differ  from their ultimate characterization for  U.S.
federal   income  tax  purposes  due   to  U.S.  generally  accepted  accounting
principles/tax differences in the character of income and expense recognition.
 
At December 31, 1996, the Fund reclassified $105,443 of net realized losses from
foreign  currency  related  transactions  to  distribution  in  excess  of   net
investment income.
 
OTHER:  Securities denominated in currencies other than U.S. dollars are subject
to changes in value due to fluctuations in exchange rates.
 
The Chilean securities markets are  substantially smaller, less liquid and  more
volatile  than the major securities markets  in the United States. Consequently,
acquisition and  disposition of  securities  by the  Fund  may be  inhibited.  A
significant proportion of the aggregate market value of equity securities listed
on  the Santiago Exchange  are held by a  small number of  investors and are not
publicly traded. This may limit the  number of shares available for  acquisition
or disposition by the Fund.
 
Investments  in Chile may involve certain considerations and risks not typically
associated   with   investments   in    the   United   States   including    the
 
- --------------------------------------------------------------------------------
                                                                           15
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
possibility  of  future political  and economic  developments  and the  level of
Chilean governmental supervision and regulation of its securities markets.
 
 NOTE B. AGREEMENTS
 
BEA Associates ("BEA") serves as the  Fund's investment adviser with respect  to
all  investments. As compensation  for its advisory  services, BEA receives from
the Fund an annual fee, calculated weekly and paid quarterly, equal to 1.20%  of
the first $50 million of the Fund's average weekly net assets, 1.15% of the next
$50  million of the Fund's average weekly  net assets, and 1.10% of amounts over
$100 million. For the  year ended December 31,  1996, BEA earned $4,104,153  for
advisory services. BEA also provides certain administrative services to the Fund
and  is reimbursed by the Fund for costs incurred on behalf of the Fund. For the
year ended  December 31,  1996, BEA  was reimbursed  $20,000 for  administrative
services rendered to the Fund.
 
Celfin  Servicios  Financieros  Limitada  (formerly  Celfin  Agente  de  Valores
Limitada) ("Celfin") serves as the Fund's Chilean sub-adviser. In return for its
services, Celfin is paid a fee, out of the advisory fee payable to BEA, computed
weekly and paid quarterly at an annual rate of 0.15% of the first $50 million of
the Fund's average  weekly net  assets, 0.10%  of the  next $50  million of  the
Fund's average weekly net assets and 0.05% of amounts over $100 million. For the
year ended December 31, 1996, these sub-advisory fees amounted to $257,256.
 
Bear   Stearns  Funds  Management  Inc.  ("BSFM")  serves  as  the  Fund's  U.S.
administrator. The Fund pays BSFM  a monthly fee that  is computed weekly at  an
annual  rate of 0.08% of the first $100 million of the Fund's average weekly net
assets, 0.06% of the next  $50 million of the  Fund's average weekly net  assets
and  0.04% of amounts in excess of $150 million. For the year ended December 31,
1996, BSFM earned $195,963 for administrative services.
 
BEA Administration, Administradora de Fondos de Inversion de Capital  Extranjero
S.A.  ("AFICE") serves  as the Fund's  Chilean administrator.  For its services,
AFICE is paid a fee, out of the advisory fee payable to BEA, that is  calculated
weekly  and paid quarterly at an annual rate of 0.05% of the value of the Fund's
average weekly net assets and an annual reimbursement of out-of-pocket expenses.
In addition, AFICE receives a supplemental administration fee and an  accounting
fee.  Such fees are paid by AFICE to Celfin for certain administrative services.
For the  year ended  December 31,  1996, the  administration fees,  supplemental
administration  fees  and  accounting  fees amounted  to  $198,279,  $61,084 and
$4,776, respectively.
 
 NOTE C. CAPITAL STOCK
 
The authorized capital stock of the Fund is 100,000,000 shares of common  stock,
$0.001,  par value. Of  the 14,036,046 shares outstanding  at December 31, 1996,
BEA owned 14,615 shares.
 
The Board of Directors of the Fund approved a two-for-one stock split on May 16,
1995. The record date, payment date and ex-date were set for July 5, 1995,  July
12,  1995  and July  17,  1995, respectively.  For  each share  held  of record,
including shares held through the Fund's Dividend Reinvestment and Cash Purchase
Plan, a shareholder received  one additional share of  the Fund's common  stock,
par  value $0.001 per  share. Shareholders holding  fractional shares received a
cash payment for their fractional share  interest based on the reported  closing
price  of the common stock on the New York Stock Exchange on the ex-distribution
date. Certificates were first mailed to shareholders on or about July 14,  1995.
Shareholders  holding shares through  the Fund's Dividend  Reinvestment and Cash
 
- --------------------------------------------------------------------------------
   16
<PAGE>
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Purchase Plan did not receive certificates evidencing such additional shares but
instead had such additional shares credited to their plan account.
 
 NOTE D. INVESTMENT IN SECURITIES
 
For U.S. federal income tax purposes,  the cost of securities owned at  December
31,  1996  was $130,449,842.  Accordingly,  the net  unrealized  appreciation of
investments  (including  investments  denominated  in  foreign  currencies)   of
$200,361,617,  was  composed of  gross  appreciation of  $203,465,490  for those
investments having  an excess  of  value over  cost  and gross  depreciation  of
$3,103,873 for those investments having an excess of cost over value.
 
For  the year ended December 31, 1996,  purchases and sales of securities, other
than short-term investments, were $17,208,275 and $19,608,040, respectively.
 
 NOTE E. CREDIT AGREEMENT
 
The Fund, along with 18 other U.S. regulated investment companies for which  BEA
serves  as investment  adviser, has a  credit agreement with  The First National
Bank of Boston. The agreement provides that each fund is permitted to borrow  an
amount  equal to the lesser of $50,000,000 or 25% of the net assets of the fund.
However, at no  time shall  the aggregate  outstanding principal  amount of  all
loans  to any of the  19 funds exceed $50,000,000. The  line of credit will bear
interest at  (i) the  greater of  the bank's  prime rate  or the  Federal  Funds
Effective  Rate plus 0.50% or (ii) the  Adjusted Eurodollar Rate plus 1.50%. The
Fund had no amounts outstanding under the credit agreement at December 31, 1996.
 
- --------------------------------------------------------------------------------
                                                                           17
<PAGE>
 REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Shareholders and Board of Directors
of The Chile Fund, Inc.:
 
We  have audited  the accompanying  statement of  assets and  liabilities of The
Chile Fund, Inc., including the schedule of investments, as of December 31, 1996
and the related statement of operations for the year then ended, the  statements
of changes in net assets for each of the two years in the period then ended, and
the  financial highlights  for each  of the  periods presented.  These financial
statements and  financial  highlights  are  the  responsibility  of  the  Fund's
management.  Our  responsibility is  to express  an  opinion on  these financial
statements and financial highlights based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation of  investments owned  as of
December 31, 1996  by correspondence with  the custodian and  brokers. An  audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as well  as  evaluating the  overall  financial statement
presentation. We believe  that our  audits provide  a reasonable  basis for  our
opinion.
 
In  our opinion, the  financial statements and  financial highlights referred to
above present fairly, in  all material respects, the  financial position of  The
Chile Fund, Inc., as of December 31, 1996, the results of its operations for the
year  then ended, the changes in its net assets for each of the two years in the
period then  ended,  and  the  financial highlights  for  each  of  the  periods
presented, in conformity with generally accepted accounting principles.
 
COOPERS & LYBRAND L.L.P.
 
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 21, 1997
 
- --------------------------------------------------------------------------------
   18
<PAGE>
 RESULTS OF ANNUAL MEETING OF SHAREHOLDERS (UNAUDITED)
On  April 23, 1996, the  annual meeting of shareholders  of The Chile Fund, Inc.
(the "Fund") was held and the following matters were voted upon:
 
(1) To re-elect three directors to the Board of Directors of the Fund.
 
<TABLE>
<CAPTION>
NAME OF DIRECTOR                                                                   FOR         WITHHELD     NON-VOTES
- -----------------------------------------------------------------------------  ------------  -------------  ----------
<S>                                                                            <C>           <C>            <C>
Dr. Enrique R. Arzac*                                                            10,642,284      121,306     3,255,083
Emilio Bassini**                                                                 10,673,340       90,250     3,255,083
James J. Cattano                                                                 10,639,391      124,199     3,255,083
</TABLE>
 
- --------------
 * On February 13, 1996, the Board of Directors increased the size of the Fund's
   Board of Directors and  Dr. Enrique R.  Arzac was elected  to fill the  newly
   created  vacancy.  The election  of  Dr. Arzac  was  submitted to  the Fund's
   shareholders for their ratification at the annual meeting of shareholders.
 
** Resigned effective January 1, 1997.
 
In addition  to  the directors  re-elected  at  the meeting,  George  W.  Landau
continues  to serve as a director of the  Fund. Jose Luiz Ibanez and Daniel Sigg
resigned as directors of  the Fund effective January  30, 1997 and February  11,
1997, respectively.
 
(2)  To ratify the selection  of Coopers & Lybrand  L.L.P. as independent public
accountants for the year ending December 31, 1996.
 
<TABLE>
<CAPTION>
                                                                    FOR          AGAINST        ABSTAIN     NON-VOTES
                                                                ------------  -------------  -------------  ----------
<S>                                                             <C>           <C>            <C>            <C>
                                                                  10,685,509       41,647         36,434     3,255,083
</TABLE>
 
 TAX INFORMATION (UNAUDITED)
The Fund is required by  Subchapter M of the Internal  Revenue Code of 1986,  as
amended, to advise its shareholders within 60 days of the Fund's fiscal year end
(December  31, 1996) as to the U.S. federal tax status of distributions received
by the Fund's  shareholders in respect  of such  fiscal year. Of  the $0.89  per
share  dividend and distribution paid in respect  of such fiscal year, $0.63 was
derived from net  investment income and  $0.26 was from  net realized  long-term
capital  gains. There  were no  dividends which  would qualify  for the dividend
received deduction available to corporate shareholders.
 
The Fund does not intend to make  an election under Section 853 to pass  through
foreign taxes paid by the Fund to its shareholders. This information is given to
meet  certain requirements  of the  Internal Revenue  Code of  1986, as amended.
Shareholders should  refer  to  their  Form 1099-DIV  to  determine  the  amount
includable on their respective tax returns for 1996.
 
Notification for calendar year 1996 was mailed in January 1997. The notification
reflected the amount to be used by calendar year taxpayers on their U.S. federal
income tax returns along with Form 1099-DIV.
 
Foreign  shareholders will generally  be subject to U.S.  withholding tax on the
amount of their dividend and distributions. They will generally not be  entitled
to  a foreign tax credit or deduction  for the foreign withholding taxes paid by
the Fund.
 
In general, dividends and distributions received by tax-exempt recipients (e.g.,
IRAs and Keoghs) need not be reported as taxable income for U.S. federal  income
tax  purposes.  However, some  retirement  trusts (e.g.,  corporate,  Keoghs and
403(b)(7)  plans)  may  need  this  information  for  their  annual  information
reporting.
 
Shareholders  are advised to consult their own  tax advisers with respect to the
tax consequences of their investment in the Fund.
 
- --------------------------------------------------------------------------------
                                                                           19
<PAGE>
 DESCRIPTION OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
 
Pursuant to The Chile Fund, Inc.'s  (the "Fund") Dividend Reinvestment and  Cash
Purchase  Plan (the  "Plan"), each shareholder  will be deemed  to have elected,
unless the  Fund's transfer  agent as  the  Plan Agent  (the "Plan  Agent"),  is
otherwise  instructed by the  shareholder in writing, to  have all dividends and
distributions,  net  of  any  applicable  U.S.  withholding  tax,  automatically
reinvested in additional shares of the Fund. Shareholders who do not participate
in  the Plan will  receive all dividends  and distributions in  cash, net of any
applicable U.S. withholding tax, paid in dollars by check mailed directly to the
shareholder by the Plan Agent, as dividend-paying agent. Shareholders who do not
wish to have dividends and distributions automatically reinvested should  notify
the  Plan Agent  for the  Fund, at  the address  set forth  below. Dividends and
distributions with respect to shares registered  in the name of a  broker-dealer
or  other nominee  (i.e., in  "street name") will  be reinvested  under the Plan
unless such service is not provided by the broker or nominee or the  shareholder
elects  to  receive dividends  and distributions  in  cash. A  shareholder whose
shares are  held  by a  broker  or nominee  that  does not  provide  a  dividend
reinvestment  program may be required  to have his shares  registered in his own
name to participate in the Plan. Investors  who own shares of the Fund's  common
stock registered in street name should contact the broker or nominee for details
concerning participation in the Plan.
 
Certain  distributions of  cash attributable  to (a)  some of  the dividends and
interest amounts paid to the  Fund and (b) certain  capital gains earned by  the
Fund  that are derived from securities of certain foreign issuers are subject to
taxes payable by the Fund at the time amounts are remitted. Such taxes, if  any,
will  be borne by  the Fund and  allocated to all  shareholders in proportion to
their interests in the Fund.
 
The Plan Agent serves as agent  for the shareholders in administering the  Plan.
If  the Board of Directors of the Fund  declares an income dividend or a capital
gains distribution payable  either in  the Fund's common  stock or  in cash,  as
shareholders may have elected, nonparticipants in the Plan will receive cash and
participants  in the Plan will receive common stock to be issued by the Fund. If
the market price per  share on the  valuation date equals  or exceeds net  asset
value  per share on  that date, the  Fund will issue  new shares to participants
valued at net asset  value or, if the  net asset value is  less than 95% of  the
market  price on the valuation date, then valued  at 95% of the market price. If
net asset value per  share on the  valuation date exceeds  the market price  per
share  on that date, participants in the  Plan will receive shares of stock from
the Fund valued at the market price.
 
The valuation date is the dividend or distribution payment date or, if that date
is not a New York Stock Exchange trading day, the next preceding trading day. If
the Fund should declare an income dividend or capital gains distribution payable
only in cash,  the Plan  Agent will,  as agent  for the  participants, buy  Fund
shares  in the open market, on the New York Stock Exchange or elsewhere, for the
participants' accounts on, or shortly  after, the payment date. Participants  in
the  Plan have the option of making  additional cash payments to the Plan Agent,
semiannually, in any amount  from $100 to $3,000,  for investment in the  Fund's
common  stock. The Plan Agent  will use all funds  received from participants to
purchase Fund shares in the open market on or about February 15 and August 15 of
each year. Any voluntary cash payments received more than 30 days prior to these
dates will be returned by  the Plan Agent and interest  will not be paid on  any
uninvested  cash payments. To avoid unnecessary  cash accumulations, and also to
allow ample time for receipt and processing  by the Plan Agent, it is  suggested
that  participants send in  voluntary cash payments  to be received  by the Plan
Agent approximately 10 days before February 15 or August 15, as the case may be.
A participant may withdraw  a voluntary cash payment  by written notice, if  the
notice is received by the Plan Agent not less than
 
- --------------------------------------------------------------------------------
   20
<PAGE>
 DESCRIPTION OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN  (CONTINUED)
 
48  hours before the payment is to be invested. A participant's tax basis in his
shares acquired  through  his optional  investment  right will  equal  his  cash
payments  to  the  Plan,  including  any cash  payments  used  to  pay brokerage
commissions allocable to his acquired shares.
 
The Plan Agent  maintains all  shareholder accounts  in the  Plan and  furnishes
written  confirmations of all transactions in the account, including information
needed by shareholders for  personal and tax records.  Shares in the account  of
each  Plan  participant will  be  held by  the  Plan Agent  in  the name  of the
participant and each  shareholder's proxy  will include  those shares  purchased
pursuant to the Plan.
 
In  the case  of a shareholder,  such as a  bank, broker or  nominee, that holds
shares for others who are the beneficial owners, the Plan Agent will  administer
the Plan on the basis of the number of shares certified from time to time by the
shareholder  as representing  the total  amount registered  in the shareholder's
name and held for the account of beneficial owners who are to participate in the
Plan.
 
There is no charge  to participants for reinvesting  dividends or capital  gains
distributions  payable in either  stock or cash.  The Plan Agent's  fees for the
handling of reinvestment of such dividends and capital gains distributions  will
be  paid by the Fund. There will be  no brokerage charges with respect to shares
issued directly  by  the  Fund  as  a result  of  dividends  and  capital  gains
distributions payable either in stock or in cash. However, each participant will
be  charged by the Plan Agent a pro rata share of brokerage commissions incurred
with respect  to the  Plan  Agent's open  market  purchases in  connection  with
voluntary cash payments made by the participant or the reinvestment of dividends
and  capital gains  distributions payable  only in  cash. Brokerage  charges for
purchasing small amounts of stock for  individual accounts through the Plan  are
expected  to  be less  than the  usual brokerage  charges for  such transactions
because the Plan Agent will be  purchasing stock for all participants in  blocks
and  prorating the lower commission  thus obtainable. Brokerage commissions will
vary based on, among  other things, the broker  selected to effect a  particular
purchase  and the number of participants on  whose behalf such purchase is being
made. The Fund cannot predict, therefore, whether the cost to a participant  who
makes  a voluntary cash payment will be less  than if a participant were to make
an open market purchase on the Fund's common stock on his own behalf.
 
The receipt of  dividends and  distributions in stock  under the  Plan will  not
relieve  participants of any income tax  (including withholding tax) that may be
payable on such dividends and distributions.
 
Experience under the Plan may indicate  that changes in the Plan are  desirable.
Accordingly  the Fund and the Plan Agent reserve the right to terminate the Plan
as applied to any voluntary cash payments made and any dividend or  distribution
paid  subsequent to notice of the termination sent to the members of the Plan at
least 30 days before the semiannual contribution date, in the case of  voluntary
cash  payments, or the record date for dividends or distributions. The Plan also
may be amended  by the Fund  or the Plan  Agent, but (except  when necessary  or
appropriate  to comply  with applicable law,  rules or policies  of a regulatory
authority) only by at least 30 days' written notice to members of the Plan.  All
correspondence  concerning the  Plan should be  directed to the  Plan Agent, The
First National Bank of Boston, Investor Relations Department, P.O. Box 644, Mail
Stop  45-02-09,   Boston,   Massachusetts   02102-0644  or   by   telephone   at
1-800-730-6001.
 
- --------------------------------------------------------------------------------
                                                                           21
<PAGE>
 SUMMARY OF GENERAL INFORMATION
 
The  Fund--The  Chile Fund,  Inc.--is  a closed-end,  non-diversified management
investment company  whose shares  trade  on the  New  York Stock  Exchange.  Its
investment objective is to seek total return, consisting of capital appreciation
and  current income  through investments  primarily in  Chilean equity  and debt
securities. The Fund is managed and advised by BEA Associates ("BEA"). BEA is  a
diversified   asset   manager,   handling   equity,   balanced,   fixed  income,
international and derivative  based accounts.  Portfolios include  international
and  emerging market investments, common  stocks, taxable and non-taxable bonds,
options, futures and venture  capital. BEA manages  money for corporate  pension
and  profit-sharing  funds, public  pension funds,  union funds,  endowments and
other charitable institutions and private individuals. As of December 31,  1996,
BEA managed approximately $31.3 billion in assets.
 
 SHAREHOLDER INFORMATION
 
The  market  price  is  published  in: THE  NEW  YORK  TIMES  (daily)  under the
designation "Chile"  and THE  WALL STREET  JOURNAL (daily),  and BARRON'S  (each
Monday)  under the  designation "ChileFd".  The Fund's  New York  Stock Exchange
trading symbol is CH. Weekly comparative net asset value (NAV) and market  price
information about The Chile Fund, Inc.'s shares are published each Sunday in THE
NEW  YORK TIMES and each Monday in THE WALL STREET JOURNAL and BARRON's, as well
as other newspapers, in a table called "Closed End Funds."
 
 THE BEA GROUP OF FUNDS
 
LITERATURE  REQUEST--Call  today  for   free  descriptive  information  on   the
closed-end  funds or  a prospectus  on any of  the open-end  mutual funds listed
below. The  prospectus  contains  more  complete  information,  including  fees,
charges  and expenses, and should be  read carefully before investing or sending
money.
 
<TABLE>
<S>                                                    <C>
CLOSED-END FUNDS                                       BEA ADVISOR FUNDS
SINGLE COUNTRY                                         OPEN-END MUTUAL FUNDS
The Brazilian Equity Fund, Inc. (BZL)                  BEA Emerging Markets Equity Fund
The First Israel Fund, Inc. (ISL)                      BEA Global Telecommunications
The Indonesia Fund, Inc. (IF)                          Fund
The Portugal Fund, Inc. (PGF)                          BEA High Yield Fund
                                                       BEA International Equity Fund
MULTIPLE COUNTRY
The Emerging Markets Infrastructure Fund, Inc. (EMG)
The Emerging Markets Telecommunications Fund, Inc.
(ETF)
The Latin America Equity Fund, Inc. (LAQ)
The Latin America Investment Fund, Inc. (LAM)
 
                                                       For shareholder information or a
FIXED INCOME                                           copy of a prospectus for any of
BEA Income Fund, Inc. (FBF)                            the open- end mutual funds,
BEA Strategic Income Fund, Inc. (FBI)                  please call, 1-800-401-2230.
For closed-end fund information                        Visit our website on the
please call, 1-800-293-1232.                           Internet:
                                                       http://www.beafunds.com
</TABLE>
 
- --------------------------------------------------------------------------------
<PAGE>
 DIRECTORS AND CORPORATE OFFICERS
 
William W. Priest,    Chairman of the Board of Directors
Jr.
 
Richard W. Watt       President, Chief Investment Officer
                      and Director
 
Dr. Enrique R. Arzac  Director
 
James J. Cattano      Director
 
George W. Landau      Director
 
Paul P. Stamler       Senior Vice President
 
Michael A. Pignataro  Chief Financial Officer and
                      Secretary
 
Rachel D. Manney      Vice President and Treasurer
 
Wendy S. Setnicka     Assistant Treasurer
 
 INVESTMENT ADVISER
 
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022
 
 ADMINISTRATOR
 
Bear Stearns Funds Management Inc.
245 Park Avenue
New York, NY 10167
 
 CUSTODIAN
 
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
 
 SHAREHOLDER SERVICING AGENT
 
The First National Bank of Boston
P.O. Box 1865
Mail Stop 45-02-62
Boston, MA 02105-1865
 
 INDEPENDENT ACCOUNTANTS
 
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
 
 LEGAL COUNSEL
 
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
 
This report, including the financial statements herein, is sent to the
shareholders   of  the  Fund  for  their  information.  It  is  not  a
prospectus,  circular  or  representation  intended  for  use  in  the
purchase  or sale of shares of the Fund or of any securities mentioned
in this report.                                                           [LOGO]
 
- --------------------------------------------------------------------------------


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