PORTUGAL FUND INC
N-30D, 1996-08-30
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<PAGE>

THE PORTUGAL FUND, INC.

SEMI-ANNUAL REPORT 
JUNE 30, 1996

<PAGE>

CONTENTS


Letter to Shareholders                                          1
Portfolio Summary                                               5
Schedule of Investments                                         6
Statement of Assets and Liabilities                             8
Statement of Operations                                         9
Statement of Changes in Net Assets                             10
Financial Highlights                                           11
Notes to Financial Statements                                  12
Results of Annual Meeting of Shareholders                      15
Description of Dividend Reinvestment and Cash Purchase Plan    16


PICTURED ON THE COVER IS THE INTERIOR OF THE BOLSA DE VALORES DE LISBOA (THE 
"LISBON EXCHANGE"). THE LISBON EXCHANGE IS ONE OF TWO STOCK EXCHANGES IN 
PORTUGAL.
- --------------------------------------------------------------------------------
<PAGE>
 LETTER TO SHAREHOLDERS
 
                                                                 August 22, 1996
 
DEAR SHAREHOLDER:
 
We are pleased to report on the activities of The Portugal Fund, Inc. (the
"Fund") for the six months ended June 30, 1996.
 
PERFORMANCE
 
At June 30, 1996, the Fund's net assets were $80.9 million. The Fund's net asset
value ("NAV") was $15.27 per share, as compared to $13.29 on December 31, 1995.
 
For the period January 1, 1996 through June 30, 1996, the Fund's total return
based on NAV was 14.90%. By comparison, the total return of the Morgan Stanley
Capital International Portugal Index (the "Index") was 24.51%. From the
commencement of investment operations on November 9, 1989 through June 30, 1996,
the Fund's total return, based on NAV and assuming reinvestment of dividends and
distributions, was 16.96%. The Index declined 13.76% during this period.
 
WHY PORTUGAL?
 
It is helpful to periodically review our fundamental reasons for investing in
Portugal. Briefly, the following are among the strongest factors supporting our
belief that Portugal is a very positive environment for investors:
 
    -Its stable political climate.
 
    -Its inflation/interest rate setting is constructive for long-term
     investment.
 
    -Relative to many other European markets, its equity valuation levels are
     cheaper and its projected earnings growth for equities is higher.
 
    -The cornerstone of Portugal's monetary policy is the maintenance of
     exchange rate stability in order to maintain relatively steady domestic
     prices. Although it is unlike the inflation-focused approach of many other
     nations, it works quite well in Portugal.
 
    -By law, the government is prohibited from accumulating an operating
     deficit.
 
    -The government is committed to meeting the strict financial and economic
     targets for admission to the European Monetary Union established by the
     Maastricht Treaty.
 
POLITICAL/ECONOMIC COMMENTARY
 
In the period surrounding the election of Portugal's new Socialist-led
government in January of this year, there was some initial uncertainty
concerning the Socialists' ability to oversee the economy. This uncertainty has
ended,
 
- --------------------------------------------------------------------------------
                                                                           1
<PAGE>
 LETTER TO SHAREHOLDERS
 
however, as the Socialists have smoothly maintained the sound, market-oriented
policies of their Social Democrat predecessors. Little has changed, with the
major exception of a stronger commitment by the Socialists to social programs.
 
For investors, this is favorable. It indicates that an economic approach
conducive to equity investing will be maintained and that Portugal's political
stability will remain intact. Because the Socialists do not have a clear
parliamentary majority, they are compelled to act in accordance with consensus
viewpoints.
 
The economic story in Portugal thus far in 1996 has been a positive one, as the
gradual abatement of the recession that commenced in the early 1990's continues.
Inflation is down, exports are up and consumer activity is increasing. Helping
this economic resurgence has been a substantial decline in interest rates; since
January, short-term rates have dropped to the low 7% range from nearly 9% and
the benchmark government long-bond yield has fallen to about 8.5% from just
under 10% in the same period. In addition, the significant narrowing of the
closely monitored interest-rate spread between Portuguese and German government
bonds, implies that international investors are responding well to the improving
economy.
 
An exciting development for investors has been the ongoing privatization
process. Since the government began to privatize state-owned companies in 1989,
roughly 1.3 trillion escudos ($8.7 billion at year-end 1995 exchange rates) has
been raised. In June, the sale of 21% of Portugal Telecom, SA ("PT") equity
alone raised nearly 40% of the amount targeted from privatizations for the
entire year. Upcoming sales over the next few months and into 1997 include more
of PT as well as stakes in Cimpor Cimentos de Portugal, SA (cement), Banco de
Fomento e Exterior, SA (a major financial group) and Electricidade de Portugal,
SA (the electricity monopoly holding company).
 
THE PORTFOLIO
 
We regard the Portuguese equity market as a classic emerging market story in
which the twin themes of increased consumer spending and infrastructure
development play a powerful role. Along with our optimistic view of the economy,
this belief prompted us to make some changes in the portfolio since our last
report:
 
    -With the expectation that interest rates would drop and the economy would
     continue to improve, we reduced our cash holdings from nearly 20% of total
     assets to a far more bullish 2%. This is a historic low for the Fund's cash
     position.
 
    -We used the cash to significantly increase our holdings both in financial
     firms and infrastructure-related companies.
 
    -We added three banks and an insurance company to the portfolio and raised
     our positions in one existing holding in each sector. Overall, the Fund's
     combined holdings in banking and insurance more than doubled, to about 16%
     of total net assets from about 7.5% at December 31, 1995.
 
    -We also added two cement companies, raised our position in a third and
     substantially boosted our stake in PT. Total holdings in construction and
     telecommunications rose to nearly 25% of total net assets from just over
     19% in the previous period.
 
- --------------------------------------------------------------------------------
   2
<PAGE>
 LETTER TO SHAREHOLDERS
 
    -We modestly trimmed our position in the Fund's largest holding,
     Estabelecimentos Jeronimo Martins & Filho S.G.P.S., SA. Even so, strong
     price appreciation raised the portfolio's exposure to this company to 15.9%
     of total net assets, versus 11.5% at December 31, 1995.
 
OUTLOOK
 
Our outlook for Portuguese equities is positive both for the near and medium
terms:
 
    -Real GDP is projected to grow at a steady, non-inflationary 2-3% pace both
     in 1996 and 1997.
 
    -We would not be surprised if short-term interest rates were further reduced
     in this year's second half.
 
    -Inflation should continue its decline of the last few years, falling to
     around 3% in 1996 and then in the high-2% range in 1997.
 
    -Extensive future privatization should have substantial benefits for the
     market, including:
 
        -Attracting greater attention from foreign investors.
 
        -Raising liquidity and trading volume.
 
        -Increasing the capability for diversification within Portugal and
European portfolios.
 
        -Enhancing overall prospects for valuation and growth.
 
        - Improving perceptions of Portugal's economy via the use of proceeds to
         strengthen the government's financial condition.
 
    -Regardless of whether Portugal is accepted into the European Monetary
     Union, its disciplined adherence to the Maastricht standards should serve
     to perpetuate economic stability.
 
    -The government is actively encouraging consolidation in some industries
     (e.g., paper and banking) in order to raise their international
     competitiveness.
 
    -The government intends to increase its preferential lending to companies
     involved in technology and exports.
 
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 16 and
17 of this report.
 
- --------------------------------------------------------------------------------
                                                                           3
<PAGE>
 LETTER TO SHAREHOLDERS
 
We appreciate your continued confidence in the Fund and would be pleased to
respond to your questions and comments.
 
Respectfully,
 
                    [SIG]
Emilio Bassini
President and Chief Investment Officer*
 
- --------------------------------------------------------------------------------
*Emilio Bassini, who is a member of the Executive Committee and Executive
Director of BEA Associates, is primarily responsible for management of the
Fund's assets. He has served in such capacity since the commencement of the
Fund's operations. Mr. Bassini joined BEA Associates (formerly Basic Appraisals,
Inc. and BEA Associates, Inc.) in 1984. Mr. Bassini is a Director, Chairman of
the Board, President and Chief Investment Officer of the Fund and is also a
Director, Chairman of the Board, President and Chief Investment Officer of The
Chile 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. and The Latin America Investment Fund, Inc. He is also
the President and Secretary of The Indonesia Fund, Inc. and Director, Chairman
of the Board, President and Investment Officer of The Brazilian Equity Fund,
Inc. He is also the managing principal of Bassini, Playfair + Associates LLC.
 
- --------------------------------------------------------------------------------
   4
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
PORTFOLIO SUMMARY - AS OF JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 SECTOR ALLOCATION
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
   AS A PERCENT OF NET ASSETS
<S>                               <C>         <C>
                                   30-Jun-96   31-Dec-95
Banking                                 9.49        5.20
Construction & Public Works            17.51       14.44
Consumer Products                       9.56       10.24
Foodstuffs, Beverages & Tobacco        20.63       17.00
Forest Products & Paper                 9.56        8.99
Insurance                               6.61        2.29
Retail Trade                            7.12        4.73
Telecommunications                      7.32        4.82
Transportation Warehousing              2.11        2.57
Other                                   8.18        7.00
Cash & Cash Equivalents                 1.91       19.90
</TABLE>
 
 TOP 10 HOLDINGS, BY ISSUER
 
<TABLE>
<CAPTION>
                                                                                                                  Percent of Net
           Holding                                                                    Sector                          Assets
<C>        <S>                                                     <C>                                            <C>
- --------------------------------------------------------------------------------------------------------------------------------
       1.  Estabelecimentos Jeronimo Martins & Filho S.G.P.S., SA         Foodstuffs, Beverages & Tobacco               15.9
- --------------------------------------------------------------------------------------------------------------------------------
       2.  Sonae Investimentos S.G.P.S., SA                                      Consumer Products                       9.6
- --------------------------------------------------------------------------------------------------------------------------------
       3.  Portugal Telecom, SA                                                 Telecommunications                       7.3
- --------------------------------------------------------------------------------------------------------------------------------
       4.  Modelo Continente S.G.P.S., SA                                          Retail Trade                          7.1
- --------------------------------------------------------------------------------------------------------------------------------
       5.  Sociedade de Investimento e Gestao S.G.P.S., SA Semapa           Construction & Public Works                  6.0
- --------------------------------------------------------------------------------------------------------------------------------
       6.  Engil S.G.P.S., SA                                               Construction & Public Works                  4.9
- --------------------------------------------------------------------------------------------------------------------------------
       7.  Banco Totta & Acores, SA                                                   Banking                            4.7
- --------------------------------------------------------------------------------------------------------------------------------
       8.  Corticeira Amorim, SA                                              Forest Products & Paper                    4.6
- --------------------------------------------------------------------------------------------------------------------------------
       9.  Cimpor Cimentos de Portugal, SA                                  Construction & Public Works                  4.5
- --------------------------------------------------------------------------------------------------------------------------------
      10.  Companhia de Seguros Tranquilidade                                        Insurance                           4.1
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                                                           5
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
SCHEDULE OF INVESTMENTS - JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                        <C>            <C>
                              No. of         Value
Description                   Shares       (Note A)
 
<CAPTION>
- -----------------------------------------------------
<S>                        <C>            <C>
 EQUITY SECURITIES-98.09%
 PORTUGAL-98.09%
 AUTO-1.10%
Salvador Caetano
 Industrias Metalurgicas
 Veiculos
 Transportes, SA.........         69,776  $   892,153
                                          -----------
 BANKING-9.49%
Banco Comercial
 Portugues, SA
 (Registered)............         53,200      629,197
Banco Comercial
 Portugues, SA, Series
 A.......................         24,000    1,194,000
Banco Espirito Santo e
 Comercial de Lisboa, SA
 (Registered)............        126,000    2,025,065
Banco Totta & Acores, SA
 (Registered)............        195,718    3,832,489
                                          -----------
                                            7,680,751
                                          -----------
 CHEMICALS & PETROLEUM PRODUCTS-1.27%
Corporacao Industrial do
 Norte, SA (Bearer)......         31,080      818,618
Proholding S.G.P.S.,
 SA......................          8,200      208,877
                                          -----------
                                            1,027,495
                                          -----------
 CONSTRUCTION & PUBLIC WORKS-17.51%
Caima-Ceramica e Servicos
 S.G.P.S., SA+...........         82,600      735,059
Cimpor Cimentos de
 Portugal, SA............        173,900    3,617,597
Engil S.G.P.S., SA.......        478,131    3,998,138
Oliva Industrias
 Metalurgicas, SA+.......        227,153      130,696
Sociedade de Contrucoes
 Soares da Costa, SA.....         97,920      832,580
Sociedade de Investimento
 e Gestao S.G.P.S., SA
 Semapa..................        400,000    4,858,662
                                          -----------
                                           14,172,732
                                          -----------
 CONSUMER PRODUCTS-9.56%
Sonae Investimentos
 S.G.P.S., SA............        297,500    7,740,776
                                          -----------
 FILM DISTRIBUTION-1.47%
Filmes Lusomundo
 S.G.P.S., SA............        192,025    1,192,011
                                          -----------
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 FOODSTUFFS, BEVERAGES & TOBACCO-20.63%
Empresa Madeirense de
 Tabacos, SA.............         99,000  $   874,041
Estabelecimentos Jeronimo
 Martins & Filho
 S.G.P.S., SA............        142,700   12,863,116
Sumolis Companhia
 Industrial de Frutas e
 Bebidas, SA.............         45,446      341,379
Unicer-Uniao Cervejeira,
 SA......................        146,946    2,621,928
                                          -----------
                                           16,700,464
                                          -----------
 FOREST PRODUCTS & PAPER-9.56%
Caima Companhia de
 Celulose do Caima, SA...         90,950    2,035,044
Corticeira Amorim, SA....        327,500    3,691,193
Sonae Industria, SA+.....        242,381    2,015,946
                                          -----------
                                            7,742,183
                                          -----------
 HOTELS & RESTAURANTS-0.88%
Mague-Gestao e
 Participacoes, SA.......         35,416      566,034
Sopete-Sociedade Poveira
 de Empreendimentos
 Turistico, SA
 (Bearer)+...............         68,630      149,175
                                          -----------
                                              715,209
                                          -----------
 INSURANCE-6.61%
Companhia de Seguros
 Mundial Confianca,
 SA+.....................        246,600    2,033,695
Companhia de Seguros
 Tranquilidade...........        179,400    3,314,541
                                          -----------
                                            5,348,236
                                          -----------
 MANUFACTURERS & DISTRIBUTORS OF METAL PRODUCTS,
 MACHINERY & HEAVY EQUIPMENT-0.73%
Empresa Fabril de
 Maquinas Electricas,
 SA......................         63,100      592,993
                                          -----------
 MISCELLANEOUS MANUFACTURING-1.54%
Crisal Cristais de
 Alcobaca, SA............         63,500    1,249,932
                                          -----------
 NON-METALIC MINERAL PRODUCTS-1.19%
Fabrica de Porcelanas da
 Vista Alegre, SA........         20,990      439,535
</TABLE>
 
- --------------------------------------------------------------------------------
   6
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 NON-METALIC MINERAL PRODUCTS (CONTINUED)
VA Grupo-Vista Alegre
 Participacoes, SA.......         32,600  $   523,112
                                          -----------
                                              962,647
                                          -----------
 RETAIL TRADE-7.12%
Modelo Continente
 S.G.P.S., SA............        197,265    5,759,492
                                          -----------
 TELECOMMUNICATIONS-7.32%
Portugal Telecom, SA.....        226,317    5,921,913
                                          -----------
 TRANSPORTATION & WAREHOUSING-2.11%
Fabrica de Vidros Barbosa
 & Almeida, SA...........         43,400      824,042
Lisnave-Estaleiros Navais
 de
 Lisboa, SA+.............        295,100      584,836
<CAPTION>
                              No. of         Value
Description                   Shares       (Note A)
- -----------------------------------------------------
<S>                        <C>            <C>
 TRANSPORTATION & WAREHOUSING (CONTINUED)
Tertir Terminais de
 Portugal, SA+...........         79,957  $   295,963
                                          -----------
                                            1,704,841
                                          -----------
 
TOTAL INVESTMENTS-98.09%
 (Cost $68,021,356) (Notes A,D).........   79,403,828
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES-1.91%......................    1,544,115
                                          -----------
NET ASSETS-100.00%......................  $80,947,943
                                          -----------
                                          -----------
- ---------------------------------------------------------
+          Security is non-income producing.
</TABLE>
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           7
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC
 
STATEMENT OF ASSETS AND LIABILITIES - JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                          <C>
 ASSETS
Investments, at value (Cost $68,021,356)
 (Note A)...............................     $79,403,828
Cash (including $76,814 of foreign
 currencies with a cost of $77,281)
 (Note A)...............................         670,560
Receivables:
  Investments sold......................       1,139,640
  Dividends.............................          43,755
Prepaid expenses........................          22,213
                                             -----------
Total Assets............................      81,279,996
                                             -----------
 
 LIABILITIES
Payables:
  Advisory fees (Note B)................         183,762
  Administration fees (Note B)..........          15,383
  Other accrued expenses................         132,908
                                             -----------
Total Liabilities.......................         332,053
                                             -----------
NET ASSETS (applicable to 5,302,545
 shares of common stock outstanding)
 (Note C)...............................     $80,947,943
                                             -----------
                                             -----------
 
NET ASSET VALUE PER SHARE ($80,947,943
  DIVIDED BY 5,302,545).................          $15.27
                                             -----------
                                             -----------
 
 NET ASSETS CONSIST OF
Capital stock, $0.001 par value;
 5,302,545 shares issued and outstanding
 (100,000,000 shares authorized)........     $     5,302
Paid-in capital.........................      73,106,374
Undistributed net investment income.....       1,158,909
Accumulated net realized loss on
 investments and foreign currency
 related transactions...................      (4,706,189)
Net unrealized appreciation in value of
 investments and translation of other
 assets and liabilities denominated in
 foreign currency.......................      11,383,547
                                             -----------
Net assets applicable to shares
 outstanding............................     $80,947,943
                                             -----------
                                             -----------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 See accompanying notes to financial statements.
   8
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC
 
STATEMENT OF OPERATIONS - FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                          <C>
 INVESTMENT INCOME
Income (Note A):
  Dividends.............................     $ 1,944,079
  Interest..............................         117,143
  Less: Foreign taxes withheld..........        (297,829)
                                             -----------
  Total Investment Income...............       1,763,393
                                             -----------
Expenses:
  Investment advisory fees (Note B).....         364,658
  Custodian fees........................          66,239
  Administration fees (Note B)..........          38,826
  Audit and legal fees..................          27,077
  Printing..............................          22,452
  Accounting fees.......................          17,118
  Insurance.............................          12,822
  Transfer agent fees...................          12,720
  Directors' fees.......................          10,920
  NYSE listing fees.....................           8,042
  Other.................................           4,004
                                             -----------
  Total Expenses........................         584,878
                                             -----------
  Net Investment Income.................       1,178,515
                                             -----------
 
 NET REALIZED AND UNREALIZED GAIN ON
 INVESTMENTS AND FOREIGN CURRENCY
 RELATED TRANSACTIONS
Net realized loss from:
  Investments...........................        (756,540)
  Foreign currency related
   transactions.........................         (45,794)
Net change in unrealized appreciation in
 value of investments and translation of
 other assets and liabilities
 denominated in foreign currency........      10,101,725
                                             -----------
Net realized and unrealized gain on
 investments and foreign currency
 related transactions...................       9,299,391
                                             -----------
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS........................     $10,477,906
                                             -----------
                                             -----------
</TABLE>
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           9
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC
 
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             For the Six Months        For the Year
                                            Ended June 30, 1996            Ended
                                                (unaudited)          December 31, 1995
<S>                                       <C>                        <C>
                                          --------------------------------------------
 
 INCREASE/(DECREASE) IN NET ASSETS
Operations:
  Net investment income.................        $ 1,178,515            $    889,969
  Net realized gain/(loss) on
   investments and foreign currency
   related transactions.................           (802,334)             13,709,468
  Net change in unrealized appreciation
   in value of investments and
   translation of other assets and
   liabilities denominated in foreign
   currency.............................         10,101,725             (19,132,337)
                                              -------------          -----------------
    Net increase/(decrease) in net
     assets resulting from operations...         10,477,906              (4,532,900)
                                              -------------          -----------------
Dividends and distributions to
 shareholders:
  Net investment income.................                 --                (804,629)
  Net realized gain on foreign currency
   related transactions.................                 --                (149,256)
                                              -------------          -----------------
    Total dividends and distributions to
     shareholders.......................                 --                (953,885)
                                              -------------          -----------------
Capital share transactions:
  Proceeds from 3,184 shares and 702
   shares, respectively, issued in
   reinvestment of dividends............             39,397                   9,307
                                              -------------          -----------------
    Total increase/(decrease) in net
     assets.............................         10,517,303              (5,477,478)
                                              -------------          -----------------
 
 NET ASSETS
Beginning of period.....................         70,430,640              75,908,118
                                              -------------          -----------------
End of period (including undistributed
 net investment income of $1,158,909 and
 distribution in excess of net
 investment income of $19,606,
 respectively)..........................        $80,947,943            $ 70,430,640
                                              -------------          -----------------
                                              -------------          -----------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 See accompanying notes to financial statements.
   10
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL 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 Period
                                                                                                                      November 9,
                                    For the Six                                                                          1989*
                                   Months Ended                   For the Years Ended December 31,                      through
                                   June 30, 1996   --------------------------------------------------------------     December 31,
                                    (unaudited)     1995       1994       1993       1992       1991       1990           1989
<S>                                <C>             <C>        <C>        <C>        <C>        <C>        <C>        <C>
                                   ------------------------------------------------------------------------------------------------
 PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of
 period..........................      $13.29       $14.33     $12.52      $8.90     $10.77     $10.96     $13.79        $13.79**
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Net investment income............        0.22         0.17       0.06       0.07       0.11       0.13       0.16          0.04
Net realized and unrealized
 gain/(loss) on investments and
 foreign currency related
 transactions....................        1.76        (1.03)      1.81       3.55      (1.92)     (0.21)     (2.87)         0.04
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Net increase/(decrease) in net
 assets resulting from
 operations......................        1.98        (0.86)      1.87       3.62      (1.81)     (0.08)     (2.71)         0.08
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Dividends and distributions to
 shareholders:
  Net investment income..........          --        (0.15)     (0.06)        --      (0.06)     (0.11)     (0.12)        (0.04)
  In excess of net investment
 income..........................          --           --         --         --         --         --         --         (0.04)
  Net realized gain on foreign
 currency
   related transactions..........          --        (0.03)        --         --         --         --         --            --
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Total dividends and distributions
 to shareholders.................          --        (0.18)     (0.06)        --      (0.06)     (0.11)     (0.12)        (0.08)
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Net asset value, end of period...      $15.27       $13.29     $14.33     $12.52      $8.90     $10.77     $10.96        $13.79
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Market value, end of period......     $12.500      $11.125    $13.875    $14.125     $8.000     $9.750     $9.250       $17.000
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
Total investment return(a).......       12.36%      (18.65)%    (1.35)%    76.56%    (17.34)%     6.58%    (44.91)%       22.49%
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
                                   -------------   -------    -------    -------    -------    -------    -------    --------------
 
 RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000
 omitted)........................     $80,948      $70,431    $75,908    $66,351    $47,134    $57,036    $58,084       $73,023
Ratio of expenses to average net
 assets..........................        1.55%(b)     1.58%      1.41%      1.97%      1.92%      1.96%      2.04%         2.26%(b)
Ratio of net investment income to
 average net assets..............        3.13%(b)     1.18%      0.43%      0.66%      1.07%      1.20%      1.38%         2.03%(b)
Portfolio turnover rate..........       10.32%(c)    35.73%     15.47%     24.47%     39.07%     13.31%     10.09%           --
Average commission rate per
 share(d)........................     $0.0038           --         --         --         --         --         --            --
</TABLE>
 
- ---------------------------------------------------------------------------
*    Commencement of operations.
**   Initial public offering price of $15.00 per share less underwriting
     discount of $1.05 per share and offering expenses of $0.16 per share.
(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
     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.  In  addition, such  returns  have been  restated  to
     reflect the reinvestment of dividends on the ex-dividend date.
(b)  Annualized.
(c)  Not annualized.
(d)  Disclosure  is  required  for  fiscal  years  beginning  on  or  after
     September 1, 1995.
 
- --------------------------------------------------------------------------------
 See accompanying notes to financial statements.
                                                                           11
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
 
 NOTE A. SIGNIFICANT ACCOUNTING POLICIES
 
The  Portugal Fund, Inc. (the "Fund") was incorporated in Maryland on August 11,
1989 and  commenced investment  operations  on November  9,  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:
 
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 closing price quoted for the securities prior to the
time  of determination (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 last current  bid and the
asked prices, if available.  All other securities and  assets are valued at  the
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 June 30, 1996,  the
Fund  held no securities valued in good faith by the Board of Directors. 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 June  30, 1996, the  interest
rate was 4.6875% 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.
 
At  December 31, 1995,  the Fund had  a capital loss  carryover for U.S. federal
income tax purposes of $3,383,884 which expires in 2002.
 
For U.S. federal income tax purposes, realized foreign exchange losses  incurred
after October 31, 1995, within the fiscal year, are deemed to arise on the first
day  of the following fiscal  year. The Fund incurred  and elected to defer such
losses of $76,147.
 
The Fund is subject to withholding  taxes of 15%-20% on dividends received  from
Portuguese  corporations.  Capital gains  realized by  the Fund  on the  sale of
securities are exempt from Portuguese tax.
 
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
 
    (II) purchases  and sales of  investment securities, income  and expenses at
         the relevant rates of  exchange prevailing on  the respective dates  of
         such transactions.
 
- --------------------------------------------------------------------------------
   12
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
 
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 on investments, foreign currency holdings,
and other assets and liabilities denominated in foreign currency.
 
Net realized foreign exchange losses 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 date 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.
 
The Fund reports certain foreign currency related transactions and foreign taxes
withheld on security transactions as components of realized gains for  financial
reporting  purposes, whereas such components are  treated as ordinary income for
U.S. federal income tax purposes.
 
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.
 
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.
 
OTHER: Securities denominated in currencies other than U.S. dollars are  subject
to changes in value due to fluctuations in exchange rates.
 
Repatriation  of both investment income and  capital from Portugal is controlled
under regulations,  including,  in some  cases,  the need  for  certain  advance
government notification or authority. Foreign investment in Portugal by the Fund
may be subject to the prior authorization from the Minister of Finance, from the
Bank  of Portugal  or the Portuguese  Foreign Trade Institute,  depending on the
type of investment or subject to the rules concerning public tender offers.
 
The Portuguese 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 high proportion of the  shares of some Portuguese listed companies
are held by a limited  number of persons, which may  limit the number of  shares
available  for acquisition by the Fund.  Restrictions on foreign ownership could
also restrict the Fund's ability to acquire shares in certain companies.
 
- --------------------------------------------------------------------------------
                                                                           13
<PAGE>
- --------------------------------------------------------------------------------
THE PORTUGAL FUND, INC.
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
 
 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 1.00%  of
the  Fund's average weekly net  assets. For the six  months ended June 30, 1996,
BEA  earned  $364,658   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 six months ended June 30, 1996, BEA  was
reimbursed $4,004 for administrative services rendered to the Fund.
 
Bear  Stearns Funds Management Inc. ("BSFM") serves as the Fund's administrator.
The Fund pays BSFM a  monthly fee that is computed  weekly at an annual rate  of
0.09% of the Fund's average weekly net assets. For the six months ended June 30,
1996, BSFM earned $34,822 for administrative services.
 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 5,302,545  shares outstanding at  June 30, 1996,  BEA
owned 7,169 shares.
 NOTE D. INVESTMENT IN SECURITIES
 
For  U.S. federal income tax purposes, the  cost of securities owned at June 30,
1996  was  $68,465,180.   Accordingly,  the  net   unrealized  appreciation   of
investments   (including  investments   denominated  in   foreign  currency)  of
$10,938,648, was  composed  of  gross  appreciation  of  $12,617,974  for  those
investments  having  an excess  of  value over  cost  and gross  depreciation of
$1,679,326 for those investments having an excess of cost over value.
 
For the six months ended June 30, 1996, purchases and sales of securities, other
than short-term obligations, were $20,833,993 and $7,219,283, respectively.
 NOTE E. CREDIT AGREEMENT
 
The Fund, along with 17 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  18 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 during the six months
ended June 30, 1996.
 
- --------------------------------------------------------------------------------
   14
<PAGE>
 RESULTS OF ANNUAL MEETING OF SHAREHOLDERS (UNAUDITED)
 
On April 23, 1996, the annual meeting of shareholders of The Portugal 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>
Enrique R. Arzac*                                                                     4,100,508    131,030   1,071,007
Emilio Bassini                                                                        4,097,667    133,871   1,071,007
James J. Cattano                                                                      4,090,740    140,798   1,071,007
</TABLE>
 
- --------------
* On  February 13, 1996, the Board of Directors increased the size of the Fund's
  Board of Directors to 6 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.
 
In  addition to the directors re-elected at the meeting, Jonathan Lubell, Daniel
Sigg and Martin M. Torino continue to serve as directors of the Fund.
 
(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>
                                                                        4,183,482     22,174     25,882    1,071,007
</TABLE>
 
- --------------------------------------------------------------------------------
                                                                           15
<PAGE>
 DESCRIPTION OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
 
Pursuant  to The  Portugal 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
 
- --------------------------------------------------------------------------------
   16
<PAGE>
 DESCRIPTION OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN  (CONTINUED)
 
not less than 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.
 
- --------------------------------------------------------------------------------
                                                                           17
<PAGE>

SUMMARY OF GENERAL INFORMATION

The Fund--The Portugal 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 
Portuguese 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, union funds, endowments and 
other charitable institutions and private individuals. As of June 30, 1996, 
BEA managed approximately $28.7 billion in assets. BEA also advises eight 
other international closed-end funds: The Brazilian Equity Fund, Inc., The 
Chile Fund, Inc., The First Israel Fund, Inc., The Emerging Markets 
Infrastructure Fund, Inc., The Emerging Markets Telecommunications Fund, 
Inc., The Indonesia Fund, Inc., The Latin America Equity Fund, Inc. and The 
Latin America Investment Fund, Inc.

SHAREHOLDER INFORMATION

The market price is published in: THE NEW YORK TIMES (daily) under the 
designation "Portugl" and THE WALL STREET JOURNAL (daily), and BARRON'S (each 
Monday) under the designation "PortugalFd". The Fund's New York Stock 
Exchange trading symbol is PGF. Weekly comparative net asset value (NAV) and 
market price information about The Portugal 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."

To request an annual report, or to be placed on the Fund's mailing list, 
shareholders should call 1-800-293-1232. 

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN--SUMMARY

An automatic Dividend Reinvestment and Cash Purchase Plan (the "Plan") is 
available to provide shareholders with automatic reinvestment of their 
dividend income and capital gain distributions in additional shares of the 
Fund's common stock. 

As per the Plan, each shareholder will be automatically reinvested in 
additional shares of the Fund by The First National Bank of Boston, unless 
otherwise instructed by the shareholder in writing. Shareholders who do not 
participate in the Plan will receive all dividends and distributions in cash 
paid by check in U.S. dollars. Shares registered in street name will be 
reinvested under the Plan, unless the broker-dealer or other nominee does not 
provide a dividend reinvestment plan or the shareholder elects to receive 
their dividends in cash.

- --------------------------------------------------------------------------------

<PAGE>

DIRECTORS AND CORPORATE OFFICERS

Emilio Bassini          Chairman of the Board
                        of Directors, President
                        and Chief Investment Officer
Enrique R. Arzac        Director
James J. Cattano        Director
Jonathan Lubell         Director
Daniel Sigg             Director and
                        Senior Vice President
Martin M. Torino        Director
Paul P. Stamler         Senior Vice President
Michael A. Pignataro    Chief Financial Officer
                        and Secretary
Rachel D. Manney        Vice President and 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. The financial information 
included herein is taken from the records of the Fund without examination by 
independent accountants who do not express an opinion thereon. 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.

[PGF LISTED NYSE LOGO]
- --------------------------------------------------------------------------------




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