PORTUGAL FUND INC DFRN 14A
Filing Date: 4/19/99
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TYPE: DFRN 14A
SEQUENCE: 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
PORTUGAL FUND, INC.
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(Name of Registrant as Specified in its Charter)
Deep Discount Advisors, Inc.
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(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)(4)
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):
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(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
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(1) Amount previously paid:
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(4) Date Filed:
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Deep Discount Advisors, Inc.
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834 E-mail: [email protected]
Dear Fellow Stockholders:
I am President of Deep Discount Advisors, Inc., and General Partner of Ron Olin
Investment Management Company, both registered investment advisors, which are
the Soliciting Shareholders ("Soliciting Shareholder") for this Proxy.
As substantial stockholders of The Portugal Fund, Inc. (the "Fund"), we are
concerned about both the persistent discount from net asset value per share
("NAV") at which shares of the Fund have traded and the disappointing, long-term
"total investment return" experienced by the shareholders. We are not
professional arbitrageurs, opportunistic short-term speculators, "fund-busters,"
or raiders. We are fellow shareholders who believe in good corporate governance
and in maximizing shareholder value.
To help give stockholders a stronger voice on matters affecting the value of
their investments in the Fund at the 1999 Meeting of Stockholders, we intend to
nominate two persons for election as directors of the Fund. We also intend to
introduce four additional proposals for action by stockholders. The Fund will
be nominating its own candidates for Directors as noted in the Fund's proxy.
The meeting will be held on May 11, 1999.
The persons we intend to nominate for election as directors are: Ronald G. Olin
and Ralph W. Bradshaw. Each is committed to exploring fully and implementing
measures intended to increase the market price of your shares and materially
reduce or eliminate the discount from Net Asset Value (NAV) at which the shares
trade. If elected, Messrs. Olin and Bradshaw would encourage the Board of
Directors to consider and to implement a variety of actions designed to enhance
stockholder value.
Of these, the primary strategies might include, but are not limited to:
- Aggressive, continuous, perpetual repurchases of the Fund's shares when
trading at a discount, which would have the effect of increasing NAV and the
likely effect of reducing the discount;
- A focus on reducing expenses, which reduction, if accomplished, would
increase the total investment return experienced by the shareholders;
- A commitment to maximizing the Fund's investment return to shareholders by
encouraging better portfolio performance relative to the indices, reducing or
eliminating the discount, and lowering expenses.
At the meeting, the Fund has scheduled a vote to ratify the Fund's accountants.
In addition, we will introduce for approval by stockholders the following
proposals:
- A resolution recommending that the Board commit to aggressive, continuous,
perpetual repurchases of the Fund's shares whenever they trade at a discount;
- A resolution stating that it would be in the best interests of the Fund and
its stockholders for members of the Board not
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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standing for election this year
who oppose the commitment to aggressive, continuous, perpetual repurchases of
Fund shares to resign;
- A resolution terminating the investment advisory agreement between the Fund
and Credit Suisse Asset Management ("Credit Suisse"), the Fund's investment
advisor;
- A resolution recommending that the Board of Directors reimburse the
Soliciting Shareholder for proxy communication costs limited to printing,
mailing, distribution, and tabulation of this opposing proxy, but not reimburse
legal, solicitor, or extraordinary overnight mailing/telephone costs.
A discussion of various issues, pro and con, related to the possible
implementation of some of these resolutions is included in the proxy under the
respective sections dealing with each proposal.
We believe that both the advisor of the Fund, Credit Suisse, and the Fund's
Board of Directors have not been sufficiently responsive to legitimate concerns
about the discount and the poor, long-term total investment return to
shareholders. A small buyback commitment of 15% of shares promised last
October, only a miniscule part of which had been implemented through January, is
not an adequate enough measure. Consequently, we believe that the only way to
assure that stockholder interests are given primary consideration is through
significant stockholder representation on the Board of Directors. We are not
interested in competing for the Fund's advisory contract and would not agree to
be the replacement for Credit Suisse as manager if the contract termination
proposal were passed.
The Fund's own reports detail the disappointing, long-term returns to the
shareholders. After commencing operations in November 1989, the Fund reported
"total investment returns" (which include discount impacts) for the following
nine calendar years (1990-1998) corresponding to a total gain of +62.2% or a
compound annual return of only +5.5% a year. The Fund's annual report for 1998
admits to under-performing the Morgan Stanley Capital International Portugal
Index (the "Index") for that year, as does also its annual report for 1997. The
unfortunate truth is that while the Fund returned +62.2% from 1990-1998, this
Portugal Index had total returns of +118%, almost doubling the results of the
Fund's shareholders, ( +62% Fund vs. +118% Index). In our opinion, claims of
good recent portfolio performance (NAV performance) are irrelevant if
stockholder results have significantly under-performed an unmanaged Index and
the shareholders have not made a decent long-term return on their investment
based on the market price of the shares.
The discount continues to persist and to fluctuate. As recently as February 26,
1999, the discount was $2.46 per share, equivalent to a +16% immediate gain if
eliminated. On April 1, 1999, the discount of $2.74 represented a potential
19.7% gain. After years of very high discounts, progress in reducing the
discount at the end of last year has been allowed to deteriorate, and the
discount has begun to widen again. We believe Credit Suisse and the current
Board have not been effective enough in fixing the discount problem and
achieving higher total investment returns for the shareholders.
Please read between the lines before you vote on all the issues presented to
you. By almost any objective standard, this has not been a good investment for
shareholders but has been a lucrative investment for Credit Suisse . Effective
methods of dealing with the discount, enhancing the market value of the shares,
and improving the total investment return of the shareholders are likely to
reduce the size of the fund and the corresponding management fees. We believe
Credit Suisse has made a business decision concerning the balance between their
well being and the well being of the shareholders. Shareholders need to do the
same for themselves.
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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Our proposals are designed to deliver a wake-up call from the shareholders to
the Board and Credit Suisse. Our director nominees, if elected, will be
relentless in working with the rest of the Board to implement the
recommendations of the shareholders and enhance their returns. Tell the Board
you want aggressive, continual repurchases of Fund shares to enhance your
investment returns. Tell the Board you don't want Directors to remain who
oppose the wishes of the shareholders. Tell Credit Suisse that you don't want
them to remain as your Advisor/Manager if it means substandard returns and
persistent discounts.
We do not intend to spend a lot of money on expensive lawyers, multiple
mailings, and proxy solicitors who will call you on the telephone and try to
influence your vote. Indeed, the Fund may spend our money, and yours, to do
exactly that on their behalf. We believe they will expend Fund resources to
make it as easy as possible for you to record your vote for management and the
status quo. We further believe that the status quo is your enemy here. You
have a chance to vote your own pocketbook. We represent substantial shareholder
interests and, if you elect us, we will represent your interests as
shareholders. Please vote and return the GREEN proxy card.
Please read the attached Proxy Statement carefully. It contains additional
information about the persons we plan to nominate for election as directors and
the proposals we plan to introduce.
To enable us to vote your shares on these issues, PLEASE MARK, SIGN, DATE, AND
RETURN THE ENCLOSED [GREEN] PROXY CARD IN THE POSTAGE PRE-PAID ENVELOPE THAT HAS
BEEN PROVIDED. You may vote on all proposals contained in the Fund's [WHITE]
proxy card by using the enclosed [GREEN] proxy card. Instructions for executing
the [GREEN] proxy card follow below.
If you have already returned the [WHITE] proxy card sent to you by the Fund, you
may revoke that proxy and vote for our nominees and proposals by marking,
signing, dating, and mailing a later dated [GREEN] proxy card.
AFTER SUBMITTING A [GREEN] PROXY CARD, PLEASE DO NOT RETURN A [WHITE] PROXY CARD
(EVEN IF YOU ARE VOTING AGAINST THE NOMINEES NAMED IN THE FUND'S PROXY
STATEMENT). DOING SO WILL REVOKE YOUR [GREEN] PROXY CARD.
If you have any questions, please call me at (828) 274-1863
Sincerely yours,
Ronald G. Olin
TO SUPPORT OUR EFFORTS TO ENHANCE STOCKHOLDER VALUE, PLEASE MARK, DATE, SIGN,
AND RETURN THE ENCLOSED [GREEN] PROXY CARD USING THE ENCLOSED POSTAGE PRE-PAID
ENVELOPE.
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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VOTING INFORMATION
The Fund's proxy materials include proposals relating to the election of
Directors and the ratification of the selection of the Fund's independent
accountants. You may vote on all of the matters contained in the Fund's proxy
statement by completing and returning the enclosed [GREEN] proxy card.
The Soliciting Shareholder is not making any recommendation as to how you should
vote on ratification of the selection of the Fund's independent accountants.
A [GREEN] proxy card which is returned to the Soliciting Shareholder or its
agent will be voted as you indicate on the card. If a [GREEN] proxy card is
returned without indicating how to vote on a matter, your shares will be voted
FOR the election of our nominees, FOR the proposal recommending that the Board
commit to aggressive, continuous, perpetual repurchases of the Fund's shares
whenever they trade at a discount, FOR the proposal recommending that members of
the Board not standing for election this year who oppose this full commitment to
share repurchases at a discount should resign, FOR the proposal recommending
that the Board of Directors reimburse the Soliciting Shareholder for proxy
communication costs limited to printing, mailing, distribution and tabulation of
this opposing proxy, and will ABSTAIN on the proposal to ratify the selection of
the Fund's independent accountants. All other stockholder proposals contained
in this proxy or introduced at the meeting for which you have not indicated your
preference will be voted at the time of the meeting by the Soliciting
Shareholder in accordance with the best interests of the stockholders in the
sole judgement and opinion of the Soliciting Shareholder.
If you have already returned the [WHITE] proxy card that was sent to you by the
Fund, you may revoke that proxy and vote for the Soliciting Shareholder's
nominees and proposals by marking, signing, dating, and mailing a later dated
[GREEN] proxy card.
Completing and returning a [WHITE] proxy card, even to vote against the nominees
named in the Fund's proxy statement, after you return the enclosed [GREEN] proxy
card will revoke the proxy given in the [GREEN] card.
Therefore, DO NOT return a [WHITE] proxy card after returning the [GREEN] card,
unless you wish to completely cancel ALL of your choices on the [GREEN] proxy
card.
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARD OF DIRECTORS OF THE PORTUGAL FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
To be held on May 11, 1999
This proxy statement and the enclosed [GREEN] proxy card are being furnished to
holders of record on February 22, 1999 (the "Record Date") of shares of common
stock, par value $.001 per share (the "Common Stock"), of The Portugal Fund,
Inc., a Maryland corporation (the "Fund"), by Deep Discount Advisors, Inc. and
Ron Olin Investment Management Company, both registered investment advisors,
(the "Soliciting Shareholder"), in connection with the solicitation of proxies
by the Soliciting Shareholder for use at the 1999 Annual Meeting of the Fund to
be held on May 11, 1999, at the offices of Credit Suisse Asset Management, One
Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New York 10022, at
12:00 p.m., New York time. The Soliciting Shareholder is soliciting a proxy to
vote your shares at the 1999 Annual Meeting of Stockholders of the Fund and at
any and all adjournments or postponements of the meeting. The Fund has been
notified of the Soliciting Shareholder's intent to solicit proxies on its own
behalf by the Federal filing of this proxy, and the Soliciting Shareholder
intends to send its opposing proxy to a sufficient number of the Fund's
shareholders to pass all proposals.
This proxy statement and the enclosed [GREEN] proxy card are first being sent to
stockholders of the Fund on or about April 22, 1999.
INTRODUCTION
There are two matters that the Fund has scheduled to be voted on at the meeting:
1. The election of two persons to serve as directors of the Fund;
2. The ratification of the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the independent accountants of the Fund for the
fiscal year ending December 31, 1999;
With respect to these matters, the Soliciting Shareholder is soliciting a proxy
to vote your shares:
- IN FAVOR of the election of two persons whom the Soliciting Shareholder
intends to nominate for election as directors of the Fund;
The Soliciting Shareholder is making no recommendation on how shares should be
voted on the ratification of the selection of the Fund's independent accountants
and will ABSTAIN if no preference is indicated.
The Soliciting Shareholder is also soliciting your proxy to vote your shares on
the following proposals, which it intends to introduce at the meeting:
3. A resolution recommending that the Board commit to aggressive, continuous,
perpetual repurchases of the Fund's shares whenever they trade at a discount;
4. A resolution stating that it would be in the best interests of the Fund and
its stockholders for members of the Board not standing for election this year
who oppose the commitment to aggressive, continuous, perpetual repurchases of
Fund shares to resign;
5. A resolution terminating the investment advisory agreement between the Fund
and Credit Suisse Asset Management ("Credit Suisse"), the Fund's investment
advisor;
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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6. A resolution recommending that the Board of Directors reimburse the
Soliciting Shareholder for proxy communication costs limited to printing,
mailing, distribution, and tabulation of this opposing proxy, but not reimburse
legal, solicitor, or extraordinary overnight mailing/telephone costs.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at the meeting are
included in the enclosed [GREEN] proxy card. If you wish to vote IN FAVOR of
our nominees, and FOR any of the other proposals, you may do so by completing
and returning a [GREEN] proxy card.
If you return a [GREEN] proxy card to the Soliciting Shareholder or its agent,
your shares will be voted on each matter as you indicate. If you do not
indicate how your shares are to be voted on a matter, they will be voted FOR the
election of our nominees, FOR the proposal recommending that the Board commit to
aggressive, continuous, perpetual repurchases of the Fund's shares whenever they
trade at a discount, FOR the proposal recommending that members of the Board not
standing for election this year who oppose this full commitment to share
repurchases at a discount should resign, FOR the proposal recommending that the
Board of Directors reimburse the Soliciting Shareholder for proxy communication
costs limited to printing, mailing, distribution and tabulation of this opposing
proxy. If you do not indicate how to vote on the ratification of the selection
of the Fund's independent accountants, your shares will be voted TO ABSTAIN on
that matter. All other stockholder proposals contained in this proxy or
introduced at the meeting, including the proposal to terminate the investment
advisory agreement, will be voted at the time of the meeting by the Soliciting
Shareholder in accordance with the best interests of the stockholders, in the
sole judgement and opinion of the Soliciting Shareholder. If you return a
[GREEN] proxy card, you will be granting the persons named as proxies
discretionary authority to vote on any other matters of which they are not now
aware that may come before the meeting. These may include, among other things,
matters relating to the conduct of the meeting and proposals of other
stockholders.
Voting Requirements
Only stockholders of record on the Record Date are entitled to vote at the
meeting. According to the Fund's proxy statement, there were 5,331,716 shares
of Common Stock issued and outstanding on the Record Date. Holders of record on
the Record Date will be entitled to cast one vote on each matter for each share
of Common Stock held. Directors of the Fund are elected by a plurality of the
votes cast. Ratification of the selection of the Fund's independent accountants
and approval of stockholder proposals numbered 3, 4, and 6 described in this
proxy statement each require the affirmative vote of a majority of the shares
voting on the matter. The Contract Termination Proposal, Proposal 5, requires
the vote of a majority of the outstanding voting securities of the Fund, as
defined by the Investment Company Act of 1940 (the "1940 Act"). This majority
means the lesser of: (1) 67% or more of the Common Stock of the Fund present at
the meeting, if the holders of more than 50% of the outstanding Common Stock are
present or represented by proxy; or (2) more than 50% of the outstanding Common
Stock.
In tallying stockholder votes, abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (a) instructions have not been received
from the beneficial owners or persons entitled to vote and (b) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for purposes of determining whether a quorum is present for purposes of
convening the meeting. Abstentions and broker non-votes will have no effect on
the election of directors. The two nominees receiving the largest number of
votes will be elected to serve as directors of the Fund. In addition,
abstentions and broker non-votes are not considered votes "cast" and thus, will
have no effect on any proposal other than the Contract Termination Proposal,
Proposal 5, in which case they will have the same effect as "no" votes.
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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The presence, in person or by proxy, of the holders of more than 50% of the
shares of Common Stock of the Fund entitled to vote at the meeting will
constitute a quorum for the transaction of business. If a quorum is not present
at the meeting, or if a quorum is present but sufficient votes to approve any of
the stockholder proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. The proxies may also propose an adjournment for other reasons.
Since the persons named as proxies will have discretion with regard to votes on
adjournment, it is possible that the persons named as proxies may cast such
votes against the wishes of the shareholder granting the proxy; this would
only apply to votes with regard to adjournment, all other matters will be voted
as indicated by the shareholder. Any adjournment will require the affirmative
vote of a majority of those shares present at the meeting in person or by proxy.
If an adjournment of the meeting is proposed, the persons named as proxies on
the [GREEN] proxy card will vote for or against such adjournment in their
discretion.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting Shareholder at
any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the Fund;
Execute and deliver a later dated proxy to the Soliciting Shareholder or to the
Fund or our respective agents; or
Vote in person at the meeting. (Attendance at the meeting will not in and of
itself revoke a proxy.)
There is no limit on the number of times you may revoke your proxy prior to the
meeting. Only the latest dated, properly signed proxy card will be counted.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The beneficial shareholders making this solicitation are Deep Discount Advisors,
Inc. and Ron Olin Investment Management Company, both registered investment
advisors. These companies presently manage investment portfolios having assets
between $100 and $200 million.
The address of the Soliciting Shareholder is One West Pack Square, Suite 777,
Asheville, NC 28801.
As of the Record Date, the Soliciting Shareholder has the beneficial ownership
of 1,543,700 shares of Common Stock of the Fund, held by principals and clients
of the companies and representing approximately 29.0% of the issued and
outstanding shares of Common Stock of the Fund.
Exhibit 1 to this proxy statement contains a schedule showing the purchases and
sales of Common Stock of the Fund by the Soliciting Shareholder within the past
two years.
The Soliciting Shareholder has made the decision to seek Board representation
after an extended period of unsatisfactory shareholder results. Moreover, it
believes effective measures have not been taken by Credit Suisse nor has there
been effective direction by the current Board to deal with the persistent
discount to NAV at which the Fund's shares trade on the open market and the
poor, long-term total investment return to shareholders.
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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REASONS FOR THE SOLICITATION
In our view, management has not taken meaningful steps to enhance stockholder
value. For this reason, the Soliciting Shareholder is soliciting your vote to
elect Messrs. Olin and Bradshaw to the Board of Directors and to approve various
stockholder proposals, which it believes will enhance stockholder value.
The election of Messrs. Olin and Bradshaw as directors will provide stockholders
with an independent voice on important matters affecting the Fund. Their
election will give the Board a new perspective and will help assure that
measures intended to benefit stockholders are more actively considered. The
approval of various proposals will also further these goals to the extent that
they may result in:
- Enhancing both net asset value and market value of the Fund's shares through
aggressive, continuous, perpetual buybacks of shares at a discount in the
market;
- A greater focus on enhancing total investment returns of stockholders,
dealing with the discount problem, and reducing expenses;
- Greater stockholder guidance to the Board, enhancing its ability to act in
the best interests of stockholders.
If you share these goals, we urge you to vote for our nominees and proposals,
using the enclosed [GREEN] proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Shareholder your proxy, you should
consider the following information.
Even if its nominees are elected and its proposals are approved by stockholders,
there can be no assurance that the full Board of Directors will take any actions
that it may advocate or that such actions, if taken, will achieve their intended
goals. Its nominees will, if elected, represent only two of the Fund's six
directors, absent the resignation of any directors from the other two classes.
Implementation of certain Board actions may require stockholder approval, and no
assurance can be given that such approval will be obtained. In addition,
various costs, which would be borne indirectly by stockholders, may be
associated with certain actions, including but not limited to those associated
with holding a special meeting of stockholders.
The Soliciting Shareholder believes that all stockholders of the Fund will
benefit if any actions taken to improve stockholder value or to reduce or
eliminate the discount from NAV are successful. However, the Soliciting
Shareholder is paid fees by its clients who hold shares of the Fund. These fees
will be greater if the value of the Fund's shares increase and, in some cases,
are based upon the performance of the client's account.
If the Contract Termination Proposal is approved, it will be necessary for the
Fund to retain a new investment advisor and obtain approval of an investment
advisory agreement with the new advisor by the Board of Directors of the Fund,
including the vote of a majority of the directors who are not "interested
persons" of the Fund as defined by the 1940 Act, and by stockholders of the
Fund. No assurance can be given that a new advisor will be identified or
approved prior to the date as of which the investment advisory
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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agreement with
Credit Suisse terminates. In such event, the Fund might have to implement
interim arrangements to assure continued management of the Fund's assets, which
might require the issuance of an order by the Securities and Exchange Commission
(and of which there can be no assurance). Alternatively, the Board of Directors
or officers of the Fund would have to manage the Fund's investment portfolio.
Ron Olin and Deep Discount Advisors, Inc. are parties to a pending legal action
involving a closed-end fund. These actions are described in Exhibit 2. In that
action, the closed-end fund has alleged that the Soliciting Shareholder has
violated certain provisions of the Federal securities laws in connection with
the solicitation of proxies. Both Ron Olin and Deep Discount Advisors, Inc.
vigorously denied the allegation and moved for dismissal. A dismissal has
subsequently been agreed to by the parties and final details are in preparation.
ELECTION OF DIRECTORS
At the meeting, stockholders will have the opportunity to elect two persons as
directors of the Fund. The Fund currently has a total of six directors, divided
into three classes. There are presently two directors whose terms expire in
1999, two directors whose terms expire in 2000, and two directors whose terms
expire in 2001. Each person elected as a director at the meeting will be a
class of director whose term will expire in 2002. The Fund will be nominating
its own candidates for Directors as noted in the Fund's proxy.
The Soliciting Shareholder will nominate Messrs. Olin and Bradshaw for election
as directors of the Fund. Information about the nominees is as follows:
Name, Business Address Age Principal Business Occupations
Ronald G. Olin 53
One West Pack Square
Suite 777
Asheville, NC 28801 Mr. Olin is President and Chief Executive
Officer of Deep Discount Advisors, Inc.and
General Partner of Ron Olin Investment
Management Co. Both firms are registered
investment advisors specializing in
investments in closed-end funds. Prior
to founding these investment management
firms, Mr. Olin was a senior manager with
IBM supporting government software
contracts with the N.A.S.A. and D.O.D. He
currently serves as Chairman of the Board
of Clemente Global Growth Fund, a NYSE
Traded closed-end fund with an
internationally diversified portfolio, and
as a Director on the Board of The Austria
Fund, Inc., a NYSE-traded closed-end fund.
Number of Shares Owned Directly or
Indirectly As of February 22, 1999 89,300
Ralph W. Bradshaw 48
One West Pack Square
Suite 777
Asheville, NC 28801 Mr. Bradshaw has served as Vice President
and Secretary of Deep Discount Advisors,
Inc., a registered investment advisor
specializing in closed-end fund
investments, for over five years. During
that period he has also provided financial
consulting services in the area of closed-
end funds. In previous years, he has held
various managerial positions.
Mr. Bradshaw currently serves as a
Director on the Boards of Clemente Global
Growth Fund and The Austria Fund, both
NYSE-traded closed-end funds.
Number of Shares Owned Directly or
Indirectly As of February 22, 1999 300
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OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
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Messrs. Olin and Bradshaw are affiliated with the company Deep Discount
Advisors, Inc., and they serve on the Boards of Directors of other closed-end
funds as noted in their biographical information. Mr. Olin, by virtue of his
controlling interest in the Soliciting Shareholder and the extent of the
Soliciting Shareholders' beneficial ownership of the Fund's shares, is believed
to be both an "interested person" and a "control person" with respect to the
Portugal Fund Inc.
As previously noted, Deep Discount Advisors and Ron Olin Investment Management
Company are deemed to own beneficially 1,543,700 shares of Common Stock,
representing approximately 29.0% of the shares outstanding on the Record Date,
February 22, 1999.
Directors of the Fund who are not affiliated with Credit Suisse receive an
annual stipend for serving on the Board and its committees, an additional sum
for each Board meeting which they attend, and reimbursement for out-of-pocket
expenses in connection with their attendance at directors' meetings. According
to the Fund's Proxy statement, Directors not affiliated with Credit Suisse each
received total compensation between $7,500 and $8,500 for the fiscal year ending
December 31, 1998. The Fund does not pay any pension or other benefits to its
directors.
Other than fees that may be payable by the Fund to its directors, none of the
nominees named above has any arrangement or understanding with any person with
respect to any future employment by the Fund or by any affiliate of the Fund.
The persons named as proxies in the enclosed [GREEN] proxy card intend, in the
absence of contrary instructions, to vote all proxies they are entitled to vote
IN FAVOR of the election of the two nominees named above. Each nominee has
consented to stand for election and to serve if elected. If any nominee is
unable to serve, an event not now anticipated, the proxies will be voted for
such other person, if any, as is designated by the persons named as proxies.
Information regarding the persons now serving as directors and officers of the
Fund, and additional information regarding the Fund, is contained in the Fund's
proxy statement.
ANNUAL MEETING PROPOSALS
PROPOSAL 2 - SELECTION OF INDEPENDENT ACCOUNTANTS
Information concerning this proposal is contained within the Fund's proxy
statement. The Soliciting Shareholder takes no position with regard to the
selection of independent accountants and will ABSTAIN if no preference is
indicated on the [GREEN] proxy.
PROPOSAL 3 - UNEQUIVOCAL COMMITMENT TO REPURCHASE SHARES AT A DISCOUNT
The Soliciting Shareholder intends to solicit sufficient votes in favor to pass
the following proposal which it will present for approval by the stockholders at
the annual meeting:
- RESOLVED: That the stockholders hereby recommend that the Board of Directors
commit unequivocally to aggressive, continuous, perpetual repurchases of the
Fund's shares in the market whenever they trade at a discount to Net Asset
Value.
Repurchasing the Fund's shares at a discount enhances shareholder value. By so
doing, the Fund is purchasing a portion of its own portfolio at a discount to
net asset value, which is by definition a better
10
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
investment than the original
portfolio acquisition at current market price. It provides additional liquidity
to those shareholders who elect to sell their shares and increases the net asset
value of the shares held by those shareholders who maintain their investment.
Such repurchases present an attractive investment opportunity and have the
likely effect of reducing discount levels.
In October the current Board announced a repurchase program and authorized
Credit Suisse to repurchase up to 15% of the Fund's shares in open market
transactions at prevailing market prices from time to time. As stated in the
1998 Annual Report, this action was taken "in light of the significant discounts
at which the Fund's shares recently have been trading. It is intended both to
provide additional liquidity to those shareholders that elect to sell their
shares and to enhance the net asset value of the shares held by those
shareholders that maintain their investment." Through the end of December, the
Fund had not repurchased any shares. By the February 22 record date, four
months after the announcement, a total of only 23,700 shares had been
repurchased of the 803,312 shares authorized. The enhancement to NAV was less
than $0.01 per share, and the discount had begun to widen again.
The soliciting shareholder believes that to be effective, a repurchase
commitment must be aggressive (a 15% limit is totally inadequate), unequivocal,
continuous, and perpetual. Large repurchases would have the effect of
materially reducing the management fees to be received by Credit Suisse, the
manager charged with responsibility for the repurchase program. The Soliciting
Shareholder believes that repurchases should be aggressively pursued within the
limits permitted by Federal law whenever the Fund is trading at a discount.
This proposal is a non-binding recommendation only, and is intended to
communicate to the Board the importance of a committed policy of aggressive
share repurchase as one means of addressing the discount problem. If such an
aggressive repurchase program were to continue indefinitely, it is possible that
the Fund might become so small as to be untenable as a closed-end fund, in which
case the Fund might have to be liquidated. Also, an extended repurchase program
which required amounts of cash in excess of the normal cash levels, would
require the liquidation of a portion of the Fund's portfolio which could create
tax consequences for the shareholders. Moreover, if such a repurchase program
caused the Fund to shrink significantly in size, it is possible that certain
fixed expenses of the Fund would increase the expense ratio of the Fund,
although within certain limits we believe that much can be done to adjust fixed
expenses to match the size of the Fund. We recognize that the Board has a
fiduciary responsibility to see that the Fund is managed in the best interests
of all shareholders, and that any such aggressive repurchase program would be
actively managed and continually evaluated as to its effectiveness in dealing
with the discount problem. The goal at all times should be to maximize
shareholder value while giving full consideration to the costs and benefits of
such a program.
PROPOSAL 4 - RESIGNATION OF DIRECTORS OPPOSING REPURCHASE COMMITMENT
The Soliciting Shareholder intends to solicit sufficient votes in favor to pass
the following proposal which it will present for approval by the stockholders at
the annual meeting:
- RESOLVED: That it would be in the best interests of the Fund to receive the
resignation of all Directors not standing for election at the 1999 Annual
Meeting who oppose the shareholder resolution that they commit unequivocally to
aggressive, continuous, perpetual repurchases of Fund shares whenever they trade
at a discount, and that the stockholders hereby recommend that such Directors
resign their positions as Directors of the Fund.
Directors need to be responsible to the wishes of the shareholders, even if it
conflicts with the financial interests of the Fund manager and reduces the
manager's fees. Directors who oppose an approved resolution of the shareholders
and refuse to act on such a resolution should be held accountable to those
shareholders and, in our opinion, should resign their position. Staggered Board
terms make it possible for a majority of directors to ignore the shareholders
for a period of time. Just because it is possible does not
11
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
make it right, and
the Soliciting Shareholder believes that those shareholders who desire this
unequivocal commitment to repurchases should speak out by voting for the above
resolution.
If this resolution passes and a sufficient number of the Directors not standing
for election resign, it may be necessary for the remaining directors to appoint
one or more qualified replacements to serve until the next shareholder election.
PROPOSAL 5 - CONTRACT TERMINATION PROPOSAL
The Soliciting Shareholder intends to present the following proposal for
consideration of the shareholders at the annual meeting:
- RESOLVED: That the advisory contract between the Fund and Credit Suisse
Asset Management (Credit Suisse) be terminated within sixty (60) days as
provided for in the Investment Company Act of 1940.
Some shareholders may question the value of this manager and the decision of the
Directors to continually renew its contract. The Fund's own reports detail the
disappointing, long-term returns to the shareholders. After commencing
operations in November 1989, the Fund reported "total investment returns" (which
include discount impacts) for the following nine calendar years (1990-1998) of
- -44.91%, 6.58%, -17.34%, 76.56%, -1.35%, -18.65%, 24.28%, 43.21%, and 32.56%
respectively. This corresponds to a total gain of +62.2% or a compound annual
return of only +5.5% a year from 1990 through 1998. The Fund's annual report
for 1998 admits to under-performing the Morgan Stanley Capital International
Portugal Index (the "Index") that year, as does also its annual report for 1997.
The unfortunate truth is that during the nine year period from December 31, 1989
to December 31, 1998, while the Fund returned +62.2%, the total return Portugal
Index increased from 101.68 to 221.214 , representing total returns of +118%,
almost doubling the results of the Fund's shareholders, (+62% Fund vs. +118%
Index). In the opinion of the Soliciting Shareholder, claims of good recent
portfolio performance (NAV performance) are irrelevant if stockholder results
have significantly under-performed an unmanaged Index and the shareholders have
not made a decent long-term return on their investment based on the market price
of the shares.
Shareholders who believe that the poor track record of Credit Suisse, its
management fees, and its influence on the Board are a large part of the problem
in the poor long-term, total investment return of the shareholders and that the
Board should exercise leadership in solving the discount problem should consider
voting in favor of this proposal. Moreover, if the Soliciting Shareholder is
given sufficient discretionary voting authority on this proposal by virtue of
shareholders returning the [GREEN] proxy with the termination proposal unmarked,
it will determine at the time of the meeting whether or not termination of the
Credit Suisse contract, or the threat of it, combined with other actions taken
or promised by Credit Suisse and the Board, will be in the best interests of
shareholders. The Soliciting Shareholder believes that a large discretionary
vote on the termination proposal on the [GREEN] proxy may give it the leverage
to overcome a possible unwillingness of Credit Suisse and the other Directors to
follow shareholder direction on the other proposals and to take effective action
to enhance shareholder returns.
If this proposal is approved by stockholders, the Fund's investment advisory
agreement with Credit Suisse will be required to be terminated. The Soliciting
Shareholder believes that Credit Suisse may be the primary impediment to
enhancing shareholder total investment returns and in solving the discount
problem since certain strategies to deal with the discount problem would reduce
the size of the Fund and accordingly reduce the total management fees paid to
Credit Suisse. Although passage of this proposal would not directly result in
achieving these goals, it would encourage the Board of Directors to seek a new
investment advisor who is committed to enhancing stockholder value.
In the event this proposal is approved by stockholders, it will be necessary for
the Board of Directors, including a majority of the directors who are not
"interested persons" (as defined by the 1940 Act) of the Fund, to approve an
investment advisory agreement with a new investment advisor to assure continuity
of
12
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
services to the Fund. This new advisory agreement will also have to be
approved by stockholders of the Fund prior to its effectiveness. If a new
advisory agreement is not approved by stockholders and directors and implemented
prior to the effective date of the termination of the present investment
advisory agreement, it is possible that there will be a period of time during
which the Fund will not have an independent investment advisor responsible for
the management and supervision of its investment portfolio.
If no preference is given on the [GREEN] proxy card, the Soliciting Shareholder
will vote on this proposal at the time of the meeting in accordance with the
best interests of the stockholders, in the sole judgement and opinion of the
Soliciting Shareholder.
PROPOSAL 6 - LIMITED REIMBURSEMENT OF CERTAIN EXPENSES OF THE SOLICITING
SHAREHOLDER
The Soliciting Shareholder intends to solicit sufficient votes in favor to pass
the following proposal which it will present for approval by the stockholders at
the annual meeting:
- RESOLVED: That the stockholders hereby recommend that the Board of Directors
authorize and direct the officers of the Fund to reimburse the Soliciting
Shareholder for such reasonable fees and expenses associated with its proxy
communication to shareholders, including only printing, normal mailing,
distribution, and tabulating costs, but not including attorneys fees, solicitor
fees, overnight mailing costs, telephone communication, or other extraordinary
expenses.
The Soliciting Shareholder believes that the election of its nominees as
directors of the Fund and the approval of the stockholder proposals it intends
to introduce will benefit the Fund and its stockholders. For this reason, it
intends to seek reimbursement to the maximum extent permitted by law of the
reasonable fees and expenses incurred in connection with providing these choices
to shareholders and believes that reimbursement by the Fund would be
appropriate. However, the Soliciting Shareholder does not believe that outside
lawyer costs, hired solicitor costs, telephone solicitations, special overnight
mailing costs, and various other expensive techniques often used in proxy
contests should be paid for by shareholders. It is not right to charge the
shareholders these costs whether they are incurred by the Soliciting Shareholder
or whether they are incurred by the Fund in an attempt to entrench the incumbent
manager or Board.
The Soliciting Shareholder believes the current Board may also authorize
significant additional expenses to oppose this proxy. In contrast, the
soliciting shareholder intends to bear its own attorney fees, legal fees, and
extraordinary solicitation fees and is only requesting reimbursement of
approximately $25,000 for the costs of simply communicating these choices to
shareholders.
PRINCIPAL HOLDERS OF VOTING SECURITIES
According to the Fund's proxy statement, the Fund is aware of two entities which
have reported beneficial ownership of more than 5% of the outstanding Common
Stock: (i) Deep Discount Advisors, Inc., One West Pack Square, Suite 777,
Asheville, NC 28801, 1,543,700 shares (29.0%) and (ii) Fidelity Management
and Research Corp., 82 Devonshire Street, Boston, MA 02109, 383,600 shares
(7.2%).
According to the Fund's proxy statement, the directors and officers of the Fund,
as a group owned less than 1% of the outstanding shares of the Fund.
13
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
THE SOLICITATION
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company
(Soliciting Shareholder) are making this solicitation.
Banks, brokerage houses and other custodians, nominees, and fiduciaries will be
requested to forward this proxy statement and the enclosed [GREEN] proxy card to
the beneficial owners of shares of Common Stock for whom they hold shares of
record. The Soliciting Shareholder will reimburse these organizations for their
reasonable out-of-pocket expenses.
The Soliciting Shareholder will bear all of the fees and expenses related to
this proxy solicitation except to the extent that it seeks and obtains
reimbursement. It intends to seek reimbursement of certain reasonable printing,
mailing, distribution, and tabulating costs from the Fund and will propose at
the meeting that stockholders authorize and direct such reimbursement. It is
estimated that the total amount of fees and expenses, including lawyers and
proxy advisors, will not exceed $80,000, of which none has been disbursed to
date. However, it is estimated that the amount of limited reimbursement sought
from the Fund will likely not exceed $25,000.
The Soliciting Shareholder is not and, within the past year, has not been a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Fund. In addition, there is no arrangement or
understanding involving either the Soliciting Shareholder, or any associate
which relates to future employment by the Fund or any future transaction with
the Fund.
If you have any questions concerning this proxy solicitation or the procedures
to be followed to execute and deliver a proxy, please contact the Soliciting
Shareholder at 828-274-1863.
ADDITIONAL PROPOSALS
The Soliciting Shareholder knows of no business that will be presented for
consideration at the meeting other than that set forth in this proxy statement
and in the Fund's proxy statement. If any other matters are properly presented
for consideration at the meeting, it is the intention of the persons named as
proxies on the enclosed [GREEN] proxy card to vote in accordance with their own
best judgment on such matters.
The date by which a stockholder must submit a proposal to be presented at the
2000 Annual Meeting of Stockholders is set forth in the Fund's proxy statement.
Dated: April 19, 1999.
EXHIBIT 1 Purchases and Sales of Portugal Fund Shares
SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, neither Ronald G. Olin nor Deep
Discount Advisors, Inc. nor Ron Olin Investment Management Company has, or had,
any interest, direct or indirect, by security holdings or otherwise, in the
Fund. The following table sets forth certain information with respect to
purchases and sales of shares of Common Stock of the Fund by Deep Discount
Advisors, Inc. and Ron Olin Investment
14
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
Management Company for accounts holding
shares as to which they are deemed to be the beneficial owners (the "Accounts").
Some of the shares are held in margin accounts. Therefore, a portion of the
purchase price and market value of the shares may from time to time be
represented by margin borrowings, depending upon the net debit balances, if any,
of the margin accounts, which fluctuate daily.
4/1/97 900
4/2/97 2100
4/29/97 200
5/13/97 3000
5/14/97 3000
5/16/97 3000
6/6/97 700
6/9/97 400
6/17/97 2500
6/18/97 2000
6/19/97 3500
6/24/97 800
6/25/97 400
6/26/97 1300
6/27/97 3000
6/30/97 3500
7/29/97 2500
7/30/97 2500
7/31/97 2500
8/4/97 2500
8/5/97 2500
8/6/97 3500
8/7/97 2500
8/11/97 2500
8/13/97 2500
8/14/97 3000
9/16/97 2000
9/17/97 500
9/18/97 3500
9/19/97 2500
9/22/97 2000
9/23/97 1100
9/30/97 2400
10/2/97 2000
10/24/97 -8000
11/4/97 500
11/5/97 2400
11/7/97 400
12/15/97 5000
12/17/97 10000
12/22/97 -1900
12/29/97 -1600
1/15/98 -800
1/16/98 600
1/23/98 3500
1/26/98 25000
1/29/98 2100
1/30/98 6000
2/3/98 9400
2/4/98 4600
2/5/98 6000
2/6/98 2000
2/9/98 4400
2/13/98 25200
2/17/98 400
2/19/98 5500
2/23/98 2000
2/24/98 25000
3/4/98 500
3/16/98 5000
3/17/98 160000
3/18/98 159600
4/2/98 6800
4/16/98 800
4/27/98 4700
4/28/98 15100
4/29/98 5000
4/30/98 6000
5/12/98 15000
5/26/98 13000
5/29/98 23000
6/1/98 500
6/15/98 -800
8/31/98 -4300
9/4/98 4000
9/9/98 3000
9/11/98 5000
9/14/98 500
9/15/98 3000
9/16/98 4000
9/17/98 8000
9/18/98 23000
9/22/98 8600
9/23/98 9000
9/24/98 10000
9/25/98 17500
9/28/98 7500
10/22/98 5000
10/23/98 1100
10/26/98 2900
10/28/98 3000
10/29/98 5300
11/2/98 500
11/4/98 3200
11/5/98 8000
11/6/98 3000
11/9/98 3000
11/10/98 1000
11/11/98 107000
11/13/98 1500
11/19/98 3500
11/23/98 16000
11/27/98 100000
12/2/98 108000
12/3/98 118500
12/4/98 50000
12/8/98 32500
12/14/98 4300
15
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
EXHIBIT 2
PENDING LITIGATION INVOLVING THE SOLICITING SHAREHOLDER
The soliciting shareholder, and entities affiliated with it, are involved in the
following pending litigation relating to closed-end funds. The litigation is
pending in U.S. District Court for the Southern District of New York.
The Emerging Germany Fund Litigation
Ronald Olin and Deep Discount Advisors, Inc., of which Ronald Olin is President
and Chief Executive Officer, are named defendants in a federal court action for
injunctive relief filed on April 8, 1998 by The Emerging Germany Fund, Inc.
("FRG"). FRG filed this action immediately after canceling its 1998 annual
meeting scheduled for April 27, 1998, and stated that it would not schedule an
annual meeting until the litigation has been resolved.
Subsequently, a class action lawsuit was filed by a stockholder who demanded
that FRG reschedule its 1998 Annual Meeting. Recently, FRG rescheduled and
held its 1998 Annual Meeting on January 26, 1999 and the shareholders approved a
proposal initiated by the Fund to open-end.
In its action, FRG alleges that the defendants solicited proxies in violation of
Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") in
connection with certain postings by Mr. Olin on an Internet bulletin board and
engaged in a alleged scheme to force FRG to open-end. FRG also alleges that Mr.
Olin, Deep Discount Advisors, Inc. and the three other defendants, Mr.
Goldstein, and Opportunity Partners L.P., and Kimball & Winthrop, were a "group"
within the meaning of Section 13(d) of the Williams Act, and had failed to file
a Schedule 13D.
All defendants have moved to dismiss FRG's complaint. A dismissal has
subsequently been agreed to by FRG with regard to the Soliciting Shareholder and
final details are in preparation.
All of the above actions were filed in the Federal District Court , S.D.N.Y.
Copies of all pleadings in the above actions are available upon request.
16
<PAGE>
OPPOSING PROXY 1999 THE PORTUGAL FUND,INC.
- -------------------------------------------------------------------------------
[PROXY CARD]
PROXY SOLICITED IN OPPOSITION
TO THE BOARD OF DIRECTORS OF THE PORTUGAL FUND, INC.
BY DEEP DISCOUNT ADVISORS, INC. AND RON OLIN INVESTMENT MANAGEMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 1999
The undersigned hereby appoints Ronald G. Olin, Ralph W. Bradshaw, Gary A.
Bentz, and William A. Clark, and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of Stockholders of
The Portugal Fund, Inc. (the "Fund") to be held on May 11, 1999, at the offices
of Credit Suisse Asset Management, One Citicorp Center, 153 East 53rd Street,
57th Floor, New York, New York 10022, at 12:00 p.m., New York time, (the
"Meeting"), and any adjournment(s) or postponement(s) thereof, and to vote on
all matters that may come before the Meeting and any such adjournment or
postponement the number of shares that the undersigned would be entitled to
vote, with all the power the undersigned would possess if present in person, as
specified below. The proxies may vote in their discretion with respect to such
other matter or matters, including adjournment or postponement issues, as may
come before the Meeting and with respect to all matters incident to the conduct
of the Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
Directors (whose terms expire in 2002)
RONALD G. OLIN
RALPH W. BRADSHAW
FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT [ ]
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" THE ELECTION OF ALL NOMINEES
2. To ratify the selection by the Board of Directors of PricewaterhouseCoopers
LLP as the Fund's independent auditors for the year ending December 31, 1999:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER HAS NO RECOMMENDATION FOR PROPOSAL TWO (2), IF
PROPOSAL TWO (2) IS LEFT BLANK, THE SOLICITING SHAREHOLDER WILL VOTE TO ABSTAIN.
3. Stockholder proposal recommending that the Board of Directors commit
unequivocally to aggressive, continuous, perpetual repurchases of the Fund's
shares in the market whenever they trade at a discount to Net Asset Value:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL THREE
4. Stockholder proposal recommending that it would be in the best interests of
the Fund to receive the resignation of all Directors not standing for election
at the 1999 Annual Meeting who oppose the shareholder resolution that they
commit unequivocally to aggressive, continuous, perpetual repurchases of Fund
shares whenever they trade at a discount, and that the stockholders hereby
recommend that such Directors resign their positions as Directors of the Fund:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL FOUR
5. Stockholder proposal providing that the advisory contract between the Fund
and Credit Suisse Asset Management (Credit Suisse) be terminated within sixty
(60) days as provided for in the Investment Company Act of 1940:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IF PROPOSAL FIVE (5) IS LEFT BLANK FOR ALL BOXES, THE SOLICITING SHAREHOLDER
WILL VOTE ON THIS PROPOSAL IN THE BEST INTERESTS OF THE STOCKHOLDERS AT THE TIME
OF THE ANNUAL MEETING, BASED ON THE SOLE JUDGEMENT OF THE SOLICITING SHAREHOLDER
6. Stockholder proposal recommending that the Board of Directors authorize and
direct the officers of the Fund to reimburse the Soliciting Shareholder for such
reasonable fees and expenses associated with its proxy communication to
shareholders, including only printing, normal mailing, distribution, and
tabulating costs, but not including attorneys fees, solicitor fees, overnight
mailing costs, telephone communication, or other extraordinary expenses:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL SIX
IMPORTANT - - PLEASE SIGN AND DATE BELOW
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1 AND "FOR"
PROPOSALS 3, 4, AND 6 AND WILL ABSTAIN FROM VOTING ON PROPOSAL 2. ALL OTHER
PROPOSALS, INCLUDING PROPOSAL 5, WILL BE VOTED BY THE SOLICITING SHAREHOLDER IN
THE BEST INTERESTS OF STOCKHOLDERS AS DETERMINED BY THE SOLE JUDGEMENT OF THE
SOLICITING SHAREHOLDER AT THE TIME OF THE MEETING. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED APRIL 19, 1999, OF DEEP
DISCOUNT ADVISORS, INC. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE
EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS
ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company, both beneficial shareholders of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person.
SIGNATURE(S)_____________________________________________Dated:_______________
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.
[SEPARATE CARD INSERT]
VOTE YOUR POCKETBOOK !
- ELECT DIRECTORS COMMITTED TO ELIMINATING THE DISCOUNT !
- VOTE FOR THOSE WHO WILL MAKE YOUR SHAREHOLDER VALUE THEIR PRIMARY CONCERN !
- RECOMMEND AN AGGRESSIVE SHARE REPURCHASE PROGRAM AND OTHER STRATEGIES TO
MAXIMIZE THE MARKET VALUE OF YOUR PORTUGAL FUND SHARES !
RETURN THE [ GREEN ] PROXY CARD !
