<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Chile Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 27, 2000
-----------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of
the funds listed above (each a "Fund" and together, the "Funds") will be held at
the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue
(between 45th & 46th Street), 12th Floor, New York, New York 10017, on Thursday,
April 27, 2000, commencing at the following times:
<TABLE>
<S> <C>
The Indonesia Fund, Inc. ("IF").................................. 2:00 p.m.
The Chile Fund, Inc. ("CH")...................................... 2:30 p.m.
</TABLE>
The meetings are being held to consider and vote on the following matters
for each Fund as described in the accompanying joint proxy statement (the "Joint
Proxy Statement") and such other matters as may properly come before the
meetings or any adjournments thereof:
<TABLE>
<CAPTION>
PROPOSALS
---------
<C> <S>
1. Election of Directors.
2. Ratification of PricewaterhouseCoopers
LLP as independent public accountants
for the fiscal year ending December 31,
2000.
</TABLE>
The close of business on February 25, 2000 has been fixed as the record date
for the determination of the shareholders of CH entitled to notice of, and to
vote at, the meeting of CH. The close of business on March 17, 2000 has been
fixed as the record date for the determination of the shareholders of IF
entitled to notice of, and to vote at, the meeting of IF.
This notice and related proxy material are first being mailed on or about
April 3, 2000.
By order of each Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY OF EACH FUND
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION. IF YOU OWN YOUR SHARES THROUGH BANK
OR BROKERAGE ACCOUNTS, YOU SHOULD BRING PROOF OF YOUR OWNERSHIP IF YOU WISH TO
ATTEND THE MEETING
Dated: April 3, 2000
New York, New York
<PAGE>
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 27, 2000
-----------------
This Joint Proxy Statement is furnished in connection with a solicitation of
proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders to be held
at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington
Avenue (between 45th & 46th Street), 12th Floor, New York, New York 10017, on
Thursday, April 27, 2000 and at any adjournments thereof (each a "Meeting" and
collectively, the "Meetings"). A Notice of Annual Meetings of Shareholders and a
proxy card or cards (the "Proxy") accompany this Joint Proxy Statement. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers or
employees of the Funds, CSAM, the investment adviser to the Funds, Bear Stearns
Funds Management Inc., administrator to the Funds (the "Administrator"), or
Georgeson Shareholder Communications, Inc. ("Georgeson"), a proxy solicitation
firm that has been retained by each of the Funds and which will receive a fee of
approximately $5,000 per Fund and will be reimbursed for its reasonable
expenses. All costs of solicitation, including (a) printing and mailing of this
Joint Proxy Statement and accompanying material, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Funds' shares, (c) payment of Georgeson
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Funds. This Joint Proxy Statement is
expected to be mailed to shareholders on or about April 3, 2000.
The principal executive office of CSAM is One Citicorp Center, 153 East
53rd Street, 57th Floor, New York, New York 10022. The Administrator has its
principal executive office at 575 Lexington Avenue, New York, New York 10022.
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 1999 have previously been furnished to the
shareholders of the respective Funds. The reports are not to be regarded as
proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meetings, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
the ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountants, and in
1
<PAGE>
accordance with the judgment of the persons appointed as proxies upon any other
matter that may properly come before a Meeting. Any shareholder giving a Proxy
has the right to attend a Meeting to vote his or her shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time by
written notice received by a Fund prior to the time it is voted.
In the event that a quorum is present at a Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of a Meeting to permit further solicitation of
Proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Joint
Proxy Statement prior to any adjournment if sufficient votes have been received
and it is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of a Fund entitled to vote at a Meeting. For purposes of determining the
presence of a quorum for transacting business at a Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy, and Proposal 2 requires for
approval the vote of a majority of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.
Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 25, 2000 for CH and
March 17, 2000 for IF, the following number of Shares of each Fund were issued
and outstanding:
<TABLE>
<S> <C> <C>
CH........................................ 14,327,901 Shares
IF........................................ 4,608,989 Shares
</TABLE>
This Joint Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own Shares of
both Funds, to avoid burdening shareholders with more than one proxy statement.
Shares of a Fund are entitled to one vote each at such Fund's Meeting and
fractional Shares are entitled to proportionate shares of one vote. To the
extent information relating to common ownership is available to the Funds, a
shareholder that owns of record Shares in both of the Funds will receive a
package containing a Joint Proxy Statement and Proxies for each Fund in which
such shareholder is a record owner. If the information relating to common
ownership is not available to the Funds, a shareholder that beneficially owns
Shares in both Funds may receive two packages each containing a Joint Proxy
Statement and a Proxy for each Fund in which such shareholder is a beneficial
owner. Thus, if a proposal is approved by shareholders of one Fund and
disapproved by shareholders of the other Fund, the proposal will be implemented
for the Fund that approved the proposal and will not be implemented for the Fund
that did not approve the proposal. Therefore, it is essential that shareholders
complete, date, sign and return EACH enclosed Proxy.
2
<PAGE>
In order that your Shares may be represented, you are requested to:
-- indicate your instructions on the Proxy or Proxies;
-- date and sign the Proxy or Proxies;
-- mail the Proxy or Proxies promptly in the enclosed envelope;
-- allow sufficient time for the Proxy or Proxies to be received before the
commencement of the applicable Meetings on April 27, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meetings will be the election of
directors of the Funds. Unless otherwise described below, each nominee is a
current director whose term expires on the date of the Meetings and, if elected,
will serve until the 2003 Annual Meetings of the Funds and hold office for a
term of three years and until his successor is elected and qualified. Each Board
is divided into three classes, each class having a term of no more than three
years. Each year the term of office of one class expires and the successor or
successors elected to such class will serve for a three-year term.
Mr. C. Oscar Morong, Jr. resigned from the Board of IF in August 1999 and
another IF director, Mr. Peter J. Kaplan, passed away in January 2000. At a
meeting held on March 21, 2000, the Board of IF appointed Mr. Enrique R. Arzac
to the IF Board to fill the vacancy created by the resignation of Mr. Morong and
nominated and recommended to shareholders Mr. Lawrence J. Fox to fill the
vacancy on the IF Board created by the passing of Mr. Kaplan. Prior to such
date, independent director Richard H. Francis met separately with Messrs. Arzac
and Fox and independently recommended their appointment and nomination to the
full Board.
The following identifies the nominees for election to the Boards of the
Funds. Information with respect to such nominees is set forth further below.
<TABLE>
<S> <C> <C> <C>
CH: Enrique R. Arzac (three-year term) IF: Enrique R. Arzac (three-year term)
Lawrence J. Fox (two-year term)
William W. Priest, Jr. (three-year term)
</TABLE>
Each nominee has indicated an intention to serve if elected and has
consented to being named in this Joint Proxy Statement. Each nominee or director
who is deemed an "interested person" of a Fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), is indicated by an asterisk in
the following table. Messrs. Priest and Watt are interested persons of the Funds
by virtue of their positions as directors and/or officers of CSAM.
The following table sets forth certain information regarding the nominees
for election to the Boards of the Funds, the directors of the Funds and the
executive officers and directors of the Funds as a group. Each of the nominees,
the directors and the executive officers of the Funds has sole voting and
investment power with respect to the Shares shown. Each nominee, each director
and the executive officers and directors of each Fund as a group owns less than
one percent of the outstanding Shares of such Fund.
3
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY DIRECTOR AND TERM MEMBERSHIP ON BOARDS
OWNED ON CURRENT PRINCIPAL OCCUPATION OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 2000 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- --------------------------- ------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac CH: 1,000 Professor of Finance and CH: since 1996; current Director of nine other
(58) .................... IF: 1,000 Economics, Graduate School term ends at the 2000 CSAM-advised investment
Columbia University of Business, Columbia annual meeting. companies; Director of The
Graduate School of University (1971-present). IF: since March 2000; cur- Adams Express Company;
Business rent term ends at the 2000 Director of Petroleum and
New York, NY 10027 annual meeting. Resources Corporation.
James J. Cattano (56) ..... CH: 292 President, Primary Re- CH: since 1989; Director of five other
55 Old Field Point Road source Inc. (an interna- current term ends at the CSAM-advised investment
Greenwich, CT 06830 tional trading/chemical 2002 annual meeting. companies.
processing company spe-
cializing in the sale of
agricultural and industrial
commodities throughout Latin
American markets)
(10/96-present); President,
Atlantic Fertilizer &
Chemical Company (an
international trading com-
pany specializing in the
sale of agricultural com-
modities in Latin American
markets)(10/91-10/96).
Lawrence J. Fox (56) ...... IF: -- Partner of Drinker Bid- -- Director of two other
One Logan Square dle & Reath (since 1976); CSAM-advised investment
18th & Cherry Streets Former Managing Partner of companies.
Philadelphia, PA 19103 Drinker Biddle & Reath
(1992-1998).
Richard H. Francis (67) ... IF: 1,000 Currently retired; Execu- IF: since 1990; Director of forty-six
40 Grosvenor Road tive Vice President and current term ends at the other CSAM-advised
Short Hills, NJ 07078 Chief Financial Officer of 2001 annual meeting. investment companies.
Pan Am Corporation and Pan
American World Airways, Inc.
(1988-1991).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY DIRECTOR AND TERM MEMBERSHIP ON BOARDS
OWNED ON CURRENT PRINCIPAL OCCUPATION OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 2000 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- --------------------------- ------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
George W. Landau (80) ..... CH: 1,000 Senior Advisor, Latin CH: since 1989; Director of six other
Two Grove Isle Drive America Group, The current term ends at the CSAM-advised investment
Coconut Grove, FL 33133 Coca-Cola Company 2001 annual meeting. companies;
(1988-present); President of Director of Emigrant
the Americas Society and Savings Bank; Director of
Council of the Americas GAM Funds, Inc.
(7/85-10/93); United States
Ambassador to Venezuela
(1982-1985); United States
Ambassador to Chile
(1977-1982) and United
States Ambassador to
Paraguay (1972-1977).
William W. Priest, Jr.* CH: 1,000 Chairman-Management CH: since 1997; Director of fifty-five
(58) . . IF: -- Committee, Chief Executive current term ends at the other CSAM-advised in-
153 East 53rd Street Officer and Executive 2001 annual meeting. vestment companies.
New York, NY 10022 Director of CSAM IF: since 1990;
(12/90-present). current term ends at the
2000 annual meeting.
Richard W. Watt* (41) ..... CH: 700 Managing Director of CSAM CH: since 1997; Director of six other
153 East 53rd Street (7/96-present); Senior Vice current term ends at the CSAM-advised invest-
New York, NY 10022 President of CSAM 2002 annual meeting. ment companies.
(8/95-7/96); Head of Emerg-
ing Markets Investments and
Research at Gartmore In-
vestment Limited
(11/92-6/95); Director of
Kleinwort Benson Interna-
tional Investment
(5/87-10/92).
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
All directors and
executive officers as a
group
CH (10):................ 3,992
IF (8):................. 2,000
</TABLE>
During the fiscal year ended December 31, 1999, each director who is not a
director, officer, partner, co-partner or employee of CSAM, or any affiliate
thereof, received an annual fee of $5,000 and $500 for each meeting of the Board
attended by him and was reimbursed for expenses incurred in connection with his
attendance at the Board meetings. The total remuneration paid by CH and IF
during the fiscal year 1999 to all such unaffiliated directors was $30,500 and
$20,500, respectively. During the fiscal year 1999, the Board of CH and IF
convened 6 and 4 times, respectively. Each director, except William W. Priest,
Jr. (with respect to IF), attended at least seventy-five percent of the
aggregate number of meetings of the Boards and any committees on which he
served.
5
<PAGE>
The Funds' Audit Committees are composed of directors who are not interested
persons of the Funds. Messrs. Arzac, Cattano and Landau are the members of the
Audit Committee of CH; Messrs. Arzac and Francis are the members of the Audit
Committee of IF. The Audit Committee of each of CH and IF convened twice during
the fiscal year 1999. The Audit Committee of a Fund advises the full Board with
respect to accounting, auditing and financial matters affecting that Fund. The
directors constituting each Fund's Audit Committee also constitute the Fund's
Nominating Committee, which is composed of directors who are not interested
persons of the Fund. The Nominating Committees did not meet during the fiscal
year ended December 31, 1999. The Nominating Committee selects and nominates new
non-interested directors. The Nominating Committee will consider nominees
recommended by shareholders should a vacancy arise. Recommendations should be
submitted to the Nominating Committee in care of the Secretary of the relevant
Fund. Neither of the Funds has a compensation committee.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require a Fund's officers and directors, officers and directors of
the investment adviser, affiliated persons of the investment adviser, and
persons who beneficially own more than ten percent of a Fund's Shares to file
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Fund. Based solely upon its review of the copies of such
forms received by it and written representations from such persons, each Fund
believes that for the fiscal year ended December 31, 1999, all filings
applicable to such persons were complied with.
The following table shows certain information about the executive officers
of the Funds other than Messrs. Priest and Watt, who are described above. Mr.
Priest is the Chairman of the Board of each of the Funds and President of IF and
was elected to such positions in May 1997. Mr. Watt is President and Chief
Investment Officer of CH. He has been an officer of CH since August 15, 1995.
Ms. Alejos has been an Investment Officer of CH since November 4, 1997. Mr.
Aranowicz has been an Investment Officer of CH since November 9, 1999.
Mr. Hrabchak has been Chief Investment Officer of IF since November 17, 1998.
Mr. Rayos has been an Investment Officer of IF since November 17, 1999. Mr.
Liebes was elected Senior Vice President of CH on August 12, 1997 and IF on
August 6, 1997. Mr. Pignataro has served as Chief Financial Officer for CH since
1991 and Secretary for CH since 1989. He was elected Secretary of IF on
February 5, 1997 (after having held a previous position with IF since 1990).
Mr. Del Guercio was elected to his office as Vice President of CH on August 12,
1997 and IF on August 6, 1997.
Each executive officer will hold office until a successor has been elected.
All executive officers of the Funds are employees of and are compensated by
CSAM. The Funds have no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT
NAME AGE 2000 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
---- ---- ------------ ------------------- ------------------------------
<S> <C> <C> <C> <C>
Emily Alejos ................. 36 CH: -- Investment Officer of CH Director of CSAM
153 East 53rd Street (1/99-present); Vice President
New York, NY 10022 of CSAM (4/97-1/99); Vice
President of Bankers Trust Co.
(8/93-3/97).
Yarek Aranowicz .............. 36 CH: -- Investment Officer of CH Vice President of CSAM
153 East 53rd Street (3/98-present); Director of
New York, NY 10022 Research for Europe and the
Middle East, Trans- National
Research Corporation
(12/95-2/98); Analyst, John
Hancock Financial Services
(5/92-6/95).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT
NAME AGE 2000 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
---- ---- ------------ ------------------- ------------------------------
<S> <C> <C> <C> <C>
Robert Hrabchak .............. 36 IF: -- Chief Investment Officer of IF Director of CSAM
153 East 53rd Street (1/99-present); Vice President
New York, NY 10022 of CSAM (6/97-1/99); Senior
Portfolio Manager, Merrill
Lynch Asset Management,
Hong-Kong (1/95-5/97);
Associate, Salomon Brothers
Inc (4/93-1/95).
Raoul H. Rayos ............... 34 IF: -- Investment Officer of IF Vice President of CSAM
153 East 53rd Street (5/99-present); Senior Asian
New York, NY 10022 Equity Analyst, Merrill Lynch
Asset Management (2/94-4/99).
Hal Liebes ................... 35 CH: -- Senior Vice President Managing Director and General
153 East 53rd Street IF: -- Counsel of CSAM
New York, NY 10022 (12/99-present); Director and
General Counsel of CSAM
(3/97-12/99); Vice President
and Counsel, Lehman Brothers,
Inc. (6/96-3/97); Vice
President and Legal Counsel,
CSAM (6/95-6/96); Chief Com-
pliance Officer, CS First
Boston Investment Management
(3/94-6/95).
Michael A. Pignataro ......... 40 CH: -- Chief Financial Officer and Vice President of CSAM
153 East 53rd Street IF: -- Secretary (12/95-present); Assistant
New York, NY 10022 Vice President and Chief
Administrative Officer for
Investment Companies of CSAM
(9/89-12/95).
Rocco A. Del Guercio ......... 36 CH: -- Vice President Assistant Vice President of
153 East 53rd Street IF: -- CSAM (1/99-present);
New York, NY 10022 Administrative Officer for
CSAM-advised investment
companies (6/96-12/98);
Assistant Treasurer, Bankers
Trust Co.-Fund Administration
(3/94-6/96).
</TABLE>
7
<PAGE>
The following table shows certain compensation information for the directors
of the Funds for the fiscal year ended December 31, 1999. None of the Funds'
executive officers and directors who are also officers or directors of CSAM
received any compensation from the Funds for such period.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL TOTAL NUMBER
BENEFITS ESTIMATED COMPENSATION FROM OF BOARDS OF
ACCRUED AS ANNUAL FUND AND CSAM-ADVISED
AGGREGATE PART OF BENEFITS FUND COMPLEX INVESTMENT
COMPENSATION FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
---------------- ---------------------- ---------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac ........ CH: $8,000 0 0 $99,500 11
James J. Cattano ............ CH: $8,000 0 0 $61,500 6
Jorge E. Desormeaux(*) ...... CH: $6,500 0 0 $ 6,500 1
Richard H. Francis .......... IF: $7,000 0 0 $45,250 47
Peter J. Kaplan(*) .......... IF: $7,000 0 0 $ 7,000 1
George W. Landau ............ CH: $8,000 0 0 $64,000 7
C. Oscar Morong, Jr.(*) ..... IF: $6,500 0 0 $ 6,500 1
</TABLE>
- --------------
* Mr. Desormeaux resigned from the Board of CH in December 1999. Mr. Morong
resigned from the Board of IF in August 1999. Mr. Kaplan passed away in
January 2000.
VOTE REQUIRED
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meetings will be the ratification
or rejection of the selection by the Boards of PricewaterhouseCoopers LLP as
independent public accountants of the Funds for the present fiscal year ending
December 31, 2000. At a meeting held on February 7, 2000, the Board of CH,
including those directors who are not "interested persons" of the Fund, approved
the selection of PricewaterhouseCoopers LLP for the fiscal year ending
December 31, 2000. At a meeting held on March 21, 2000, the Board of IF,
including those directors who are not "interested persons" of IF, approved the
selection of PricewaterhouseCoopers LLP for the fiscal year ending December 31,
2000. PricewaterhouseCoopers LLP has been independent public accountants for
each of the Funds since commencement of operations of the respective Funds, and
has informed each Fund that it has no material direct or indirect financial
interest in that Fund. A representative of PricewaterhouseCoopers LLP will be
available by telephone at the Meetings and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
8
<PAGE>
VOTE REQUIRED
Proposal 2 requires for approval the vote of a majority of the votes cast at
a Meeting in person or by proxy. Because abstentions and broker non-votes are
not treated as shares voted, any abstentions and broker non-votes would have no
impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
SHAREHOLDER PROPOSALS
The Boards are not aware of any other matters that will come before the
Meetings. Should any other matter properly come before a Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 2001 annual meetings of
shareholders, the shareholder proposal must be received by that Fund no later
than December 4, 2000. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $2,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934 (the "1934 Act"). The
timely submission of a proposal does not guarantee its inclusion in a Fund's
proxy materials.
Pursuant to the By-laws of each Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at the relevant Fund c/o Credit Suisse Asset Management,
LLC, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, NY 10022
not later than February 16, 2001; provided, however, that in the event that the
date of the 2001 annual meeting is advanced or delayed by more than 30 days from
April 27, 2001, the first anniversary of the 2000 annual meeting, notice by such
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or public
announcement of the date of the 2001 meeting is given or made.
Any notice by a shareholder to a Fund must set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of Shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a
9
<PAGE>
holder of record of shares of the Fund entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to present such business,
(v) whether the shareholder intends or is part of a group which intends to
solicit proxies from other shareholders in support of such business, and (vi)
any material interest of the shareholder in such business.
A Fund may exercise discretionary voting authority with respect to any
shareholder proposals that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the advance notice deadline for
submission of proposals pursuant to the Fund's By-laws indicated above. Even if
timely notice is received, a Fund may exercise discretionary voting authority in
certain other circumstances as described under Rule 14a-4(c) under the 1934 Act
which governs the Fund's use of discretionary proxy voting authority.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to a Fund on matters not specifically reflected on
the form of proxy.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH TO HAVE YOUR SHARES
VOTED, PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD(S) IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of any Fund because they
possessed or shared voting or investment power with respect to the Shares of
that Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
FUND NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
- ---- ---------------- ------------------ ----------
<S> <C> <C> <C>
CH *President and Fellows of Harvard College ................. 1,932,800 13.5%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
</TABLE>
- --------------
* As stated in a Schedule 13G on file with the Securities and Exchange
Commission as of February 14, 2000.
REPORTS TO SHAREHOLDERS
The Funds send unaudited semi-annual and audited annual reports to their
shareholders, including a list of investments held. EACH FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, UPON
REQUEST TO THAT FUND C/O CREDIT SUISSE ASSET MANAGEMENT, LLC, ONE CITICORP
CENTER, 153 EAST 53RD STREET, 57TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE
(1-800-293-1232) OR AT THE FUNDS' WEBSITE AT WWW.CEFSOURCE.COM. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
10
<PAGE>
THE CHILE FUND, INC.
--------------------------------------------------------------
THE INDONESIA FUND, INC.
-------------------------------------------------------------------
3900-JP-00
<PAGE>
PROXY
P THE CHILE FUND, INC.
R
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y The undersigned hereby appoints Michael A. Pignataro and Hal Liebes as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side
and in accordance with their judgment on such other matters as may properly
come before the meeting or any adjournments thereof, all shares of The
Chile Fund, Inc. (the "Fund") that the undersigned is entitled to vote at
the annual meeting of shareholders to be held on April 27, 2000, and at
any adjournments thereof.
- ---------------- ----------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ---------------- ----------------
- --------------------------------------------------------------------------------
<PAGE>
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
1. ELECTION OF THE FOLLOWING NOMINEE AS DIRECTOR.
Enrique R. Arzac (three-year term)
FOR WITHHELD
/ / / /
FOR AGAINST ABSTAIN
2. TO RATIFY THE SELECTION OF / / / / / /
PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE FUND
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2000.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If in a partnership, please sign in partnership name by
authorized person.
Signature: Date: Signature: Date:
--------------- -------- -------------- --------
- --------------------------------------------------------------------------------
