<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE PORTUGAL FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, OCTOBER 15, 1999
-------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of The
Portugal Fund, Inc. (the "Fund") will be held at the offices of Willkie Farr &
Gallagher, 787 Seventh Avenue, 38th Floor, New York, New York 10019, on Friday,
October 15, 1999, commencing at 2:00 p.m., New York City time.
The meeting is being held to consider and vote on the following matters as
described in the accompanying proxy statement (the "Proxy Statement") and such
other matters as may properly come before the meeting or any adjournments
thereof:
PROPOSALS
--------
1. Approval or disapproval of a proposal to convert the Fund from a
closed-end investment company to an open-end investment company, which
proposal includes the following:
1(a) changing the Fund's subclassification from a closed-end investment
company to an open-end investment company and amending and restating the
Fund's Articles of Incorporation to, among other things:
- provide for such conversion
- change quorum requirements
- give authority to the Board of Directors of the Fund to impose
redemption fees
- increase the Fund's share capital
- eliminate the classified Board of Directors and super-majority voting
requirements
1(b) changing the Fund's fundamental investment policy relating to
borrowing to reflect its proposed new subclassification.
2. Election of Directors
2(a) Election of two nominees to serve as Directors of the Fund in the
event that Proposal 1(a) is not approved; or
2(b) Election of six nominees to serve as Directors of the Fund if
Proposal 1(a) is approved.
3. Ratification of the selection of PricewaterhouseCoopers LLP as
independent public accountants for the fiscal year ending December 31,
1999.
The close of business on August 23, 1999 has been fixed as the record date
for the determination of the stockholders of the Fund entitled to notice of, and
to vote at, the meeting.
This notice and related proxy material are first being mailed on or about
September 3, 1999.
By order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY OF THE FUND
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION. IF YOU OWN YOUR SHARES THROUGH BANK
OR BROKERAGE ACCOUNTS, YOU SHOULD BRING PROOF OF YOUR OWNERSHIP IF YOU WISH TO
ATTEND THE MEETING.
Dated: September 3, 1999
New York, New York
<PAGE>
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, OCTOBER 15, 1999
-------------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Portugal Fund, Inc. (the
"Fund") for use at its Annual Meeting of Stockholders to be held at the offices
of Willkie Farr & Gallagher, 787 Seventh Avenue, 38th Floor, New York, New York
10019, on Friday, October 15, 1999 at 2:00 p.m. (New York City time) and at any
adjournments thereof (the "Meeting").
The Annual Meeting of Stockholders of the Fund was initially scheduled to
take place on Tuesday, May 11, 1999, but was subsequently postponed to give the
Board sufficient time to evaluate proposals from Credit Suisse Asset Management,
LLC ("CSAM"), the Fund's investment adviser, seeking to reduce or eliminate the
discount to net asset value at which the Fund's shares are trading. On July 27,
1999 the Board approved two such alternative measures:
- the conversion of the Fund from a closed-end fund to an open-end fund,
which is the subject of Proposal 1(a) before the Meeting and more fully
described herein; or
- if stockholders do not approve Proposal 1(a), an enhanced and aggressive
share repurchase program pursuant to which the Fund will seek to purchase
shares in the open market at prevailing market prices whenever the Fund's
shares trade at more than a nominal discount to net asset value. This
alternative does not require stockholder approval.
A Notice of the Annual Meeting of Stockholders and a proxy card (the
"Proxy") accompanies this Proxy Statement. Proxy solicitations will be made
primarily by mail, but solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Fund, CSAM, Bear
Stearns Fund Management Inc., the U.S. administrator to the Fund (the "U.S.
Administrator"), or Georgeson Shareholder Communications, Inc. ("Georgeson"), a
proxy solicitation firm that has been retained by the Fund and which will
receive a fee of approximately $10,000, including reimbursements for its
reasonable expenses. All costs of solicitation, including (a) printing and
mailing of this Proxy Statement and accompanying material, (b) the reimbursement
of brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the shares, (c) payment of Georgeson for
its services in soliciting Proxies and (d) supplementary solicitations to submit
Proxies, will be borne by the Fund. This Proxy Statement is expected to be
mailed to stockholders on or about September 3, 1999.
1
<PAGE>
The principal executive office of CSAM is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 575 Lexington Avenue, 9th Floor, New York, New
York 10022.
The Fund's Annual Report containing audited financial statements for the
fiscal year ending December 31, 1998 has previously been furnished to the
stockholders of the Fund. The report is not to be regarded as proxy-soliciting
material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR Proposal 1(a) (open-ending and amending and
restating the Fund's Articles of Incorporation), FOR Proposal 1(b) (changing the
Fund's fundamental investment policy relating to borrowing), FOR the election of
the six nominees named herein to serve as Directors if Proposal 1(a) is
approved, or if Proposal 1(a) is not approved, for the election of Messrs. James
J. Cattano and Richard W. Watt as Directors, FOR the ratification of the
selection of PricewaterhouseCoopers LLP as independent public accountants for
the Fund for the fiscal year ending December 31, 1999, and in accordance with
the judgment of the persons appointed as proxies upon any other matter that may
properly come before the Meeting. Any shareholder giving a Proxy has the right
to attend the Meeting to vote his or her shares in person (thereby revoking any
prior Proxy) and also the right to revoke the Proxy at any time by written
notice received by the Fund prior to the time the Proxy is voted.
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote thereon in accordance with their best judgment in the interest
of the Fund. A shareholder vote may be taken on one or more of the proposals in
the Proxy Statement prior to any adjournment if sufficient votes have been
received and it is otherwise appropriate. A quorum of stockholders is
constituted by the presence in person or by proxy of the holders of a majority
of the outstanding shares of the Fund entitled to vote at the Meeting. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted.
Proposal 1(a) requires for approval the affirmative vote of 66 2/3% of the
votes entitled to be cast at the Meeting in person or by proxy. Proposal 1(b)
requires for approval the affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and as used in this Proxy Statement, means: the affirmative vote of
the lesser of (1) 67% of the voting securities of the Fund present at the
meeting if more than 50% of the outstanding voting securities of the Fund are
present in person or by proxy or (2) more than 50% of the outstanding voting
securities of the Fund. Proposal 1(b) will be implemented only if Proposal 1(a)
is approved. Proposal 2 requires for approval the affirmative vote of a
plurality (i.e., the highest numbers) of the votes cast at the Meeting in person
or by proxy, and Proposal 3 requires for approval the affirmative vote of a
majority of the votes cast at the Meeting in person or by proxy. Because
abstentions and broker non-votes are treated as shares present but which have
not been
2
<PAGE>
voted, any abstentions and broker non-votes would have the same effect as a vote
AGAINST Proposals 1(a) and 1(b) but would have no impact on Proposals 2 or 3.
There are no rights of appraisal or similar rights of dissenters with respect to
any matter to be voted upon at the Meeting.
The Fund has one class of shares of capital stock, par value $.001 per share
(the "Shares"). On the record date for the Meeting, August 23, 1999 (the "Record
Date"), 5,328,316 Shares of the Fund were issued and outstanding.
Each Share of the Fund is entitled to one vote each at the Fund's Meeting
and fractional Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented, you are requested to:
-- indicate your instructions on the Proxy;
-- date and sign the Proxy;
-- mail the Proxy promptly in the enclosed envelope;
-- allow sufficient time for the Proxy to be received before the
commencement of the Meeting on October 15, 1999.
PROPOSAL 1: CONVERSION TO AN OPEN-END INVESTMENT COMPANY
INTRODUCTION
The Board, at a meeting held on July 27, 1999, approved the conversion of
the Fund from a closed-end investment company to an open-end investment company.
This Proposal was approved after extensive deliberations by the Board regarding
a variety of alternative measures to address the discount issue both before and
after the adjournment of the Fund's Annual Meeting in May. The Fund, as an
open-end fund, would allow stockholders to redeem their shares at net asset
value, less any applicable redemption fee. If the open-ending is approved,
shares of the Fund previously held in closed-end form would be renamed Class "M"
shares and a new class of shares designated "Common Class shares" would be
offered to the public. In addition, the Fund would reserve the right in its
charter to issue additional share classes as authorized by the Board from time
to time. To accommodate stockholders who desire an opportunity to liquidate
their investment while protecting the interest of stockholders who elect to stay
in the Fund, the Fund would impose a 1.5% fee on all cash redemptions of Class M
shares held during the first year after the Fund's conversion to open-end
status. In addition, stockholders will be afforded the option to elect to
receive the proceeds of redemptions and exchanges in excess of $250,000 in-kind
without the imposition of any redemption fee. At the end of the one year period,
Class M shares would automatically convert into Common Class shares of the Fund
at no cost to the shareholder.
Under the Fund's current Articles of Incorporation, the affirmative vote of
the holders of 66 2/3% of the votes entitled to be cast is required to authorize
the conversion of the Fund to an open-end investment company.
BACKGROUND
The Fund commenced operations in late 1989. The Fund was organized as a
non-diversified, closed-end management investment company designed for investors
desiring to participate in the Portuguese securities markets. The Fund was
organized to offer investors access to Portuguese securities markets and the
opportunity to participate in the dynamic changes affecting Portugal without the
administrative burden
3
<PAGE>
associated with purchasing and selling Portuguese securities on an individual
basis. Emphasis was to be placed on "Portuguese Securities," which are defined
as (1) securities traded principally on stock exchanges in Portugal; (2)
securities of companies that derive 50% or more of their total revenue from
goods produced, sales made or services performed in Portugal; (3) securities
(including American Depositary Receipts) of companies organized under the laws
of Portugal, the securities of which are publicly traded on recognized
securities exchanges outside Portugal; (4) equity securities of Portuguese
companies that are not listed or traded on a stock exchange; and (5) securities
issued or guaranteed by the Republic of Portugal, its agencies or its
instrumentalities.
The Fund's investment objective is total return, consisting of capital
appreciation and current income. The Fund seeks to achieve its investment
objective through investing substantially all of its assets, but in no event
less than 75% of its assets, in Portuguese Securities. Given the market for
these securities at the time the Fund was organized and their relative
illiquidity -- and reasonable expectations for the development of those markets
in the future -- the Fund's classification as a closed-end company was believed
appropriate. A closed-end structure, among other things, permits investment in
less liquid securities without regard to daily redemption activity and further
permits a portfolio to be fully invested. At the same time, however, shares of
closed-end investment companies frequently trade at a discount from their net
asset value. Information relating to the historical discount rates of the Fund
is set forth on page 7 below.
The Board has regularly monitored the Fund's discount from net asset value
and the continuing appropriateness of the Fund's closed-end structure. At the
July 27, 1999 Board meeting, CSAM presented for the Board's consideration
various alternatives to the Fund's current structure in order to reduce or
eliminate the discount at which the Fund's shares trade and enhance shareholder
value. The Board explored in detail the possibility of merging the Fund into an
existing open-end fund, open-ending the Fund or undertaking an aggressive
buyback program. CSAM stated its belief that political, economic and investment
developments in Portugal have rendered the Fund's closed-end structure
unnecessary. CSAM believes that there is ample liquidity in most Portuguese
Securities of interest to the Fund, including securities that are the subject of
initial public offerings and privatizations. The rapid expansion of the
Portuguese markets, including Portugal's recent promotion to developed worldwide
status in the Morgan Stanley Capital International group of equity indices, was
cited in support of converting the Fund to an open-end fund.
After considering these various alternatives, the Board formally approved
the proposal to convert the Fund to open-end status. The Board reviewed
information presented to it, including information concerning the differences
between closed-end and open-end investment companies, the Fund's operations and
performance to date, and the possible effects of conversion on the Fund. The
Board was informed that the proposal to open-end the Fund would not involve a
change of management or investment style for the Fund. CSAM would continue as
the Fund's investment manager and the current portfolio management team would
continue to be responsible for day-to-day investment decisions. The Board noted
that, since the Fund's inception in 1989, the Portuguese securities markets have
evolved from emerging markets to much more developed markets with greater depth
and liquidity. Accordingly, the Board believes that one of the principal
rationales for maintaining the closed-end structure no longer exists. The Board
concluded that the benefits of elimination of the Fund's discount through the
right of redemption for stockholders could be expected to outweigh the potential
drawbacks (as described below) to stockholders resulting from open-ending the
Fund. The Board was informed that, following a conversion, stockholders would be
able to redeem their shares at net asset value, less any applicable redemption
fees and subject to the ability of
4
<PAGE>
the Fund to pay large redemptions in-kind at a stockholder's election without
the imposition of a redemption fee, rather than sell their shares in the
secondary market through broker-dealers at a discount to net asset value.
Stockholders who receive redemptions in-kind will be subject to transaction
costs associated with the establishment of securities accounts and/or the
liquidation of their in-kind redemption proceeds. The Board was also informed
that, while conversion to open-end form was expected to result immediately in a
reduction in size of the Fund as a consequence of redemption requests,
conversion would create the possibility, which the Fund does not currently
enjoy, to achieve the investment benefits associated with greater asset size
through continuous offerings of Fund shares. There can be no assurances,
however, that the Fund's net assets will not be reduced substantially and
permanently as a consequence of open-ending.
During their deliberations, the Board expressed concern that massive
redemptions shortly following open-ending of the Fund could impose significant
costs on the remaining stockholders. The Fund could be forced to sell portfolio
securities in order to raise cash to meet redemption requests at less than
optimum prices and could incur taxable gains upon such sales. To accommodate
stockholders who desire an opportunity to liquidate their investment while
protecting the interests of stockholders who elect to stay in the Fund, the
Board approved a 1.5% redemption fee, payable to the Fund, to be assessed on
cash redemptions during the first year following the conversion of the Fund to
open-end status. In addition, stockholders will be afforded the option to elect
to receive the proceeds of redemptions in excess of $250,000 in-kind without the
imposition of a redemption fee. After considering the potential drawbacks of
conversion of the Fund to open-end form, the Board determined that (i) the right
of redemption of the Fund's shares provided to stockholders; (ii) the
elimination of the Fund's discount as a result of such a conversion; (iii) the
imposition of a 1.5% redemption fee on cash redemptions and exchanges of Class M
shares; and (iv) the policy to offer stockholders the option to elect to receive
the proceeds of redemptions in excess of $250,000 in-kind without the imposition
of a redemption fee were sufficient to outweigh such drawbacks, and that
conversion to open-end form would be in the best interests of the Fund. The
Board was also advised that during the two year period following conversion,
CSAM will waive its investment advisory fees to the extent necessary to ensure
that the ratio of the Fund's ordinary operating expenses to net assets does not
exceed 1.5%, and that, as a result, CSAM does not expect any increase in the
Fund's operating expenses for at least the first two years following conversion.
The Board also determined that any potential increase in expenses that may occur
as a result of open-ending is an acceptable increase, given certain higher
operating costs of an open-end fund, the additional services required to be
provided to stockholders of such funds generally and the opportunity for
stockholders to recognize net asset value. As a result, the Board unanimously
resolved to submit to stockholders a proposal to convert the Fund from a
closed-end investment company to an open-end investment company.
Stockholders of the Fund are being asked to consider the conversion of the
Fund from a closed-end to an open-end investment company and certain related
matters in connection with the conversion. If Proposal 1(a) is approved by the
stockholders, the Fund's Articles of Incorporation will be amended to reflect
the Fund's status as an open-end investment company and the Fund's
sub-classification will be changed from a non-diversified closed-end investment
company to a non-diversified open-end investment company. If Proposal 1(b) is
approved by the stockholders, the Fund's fundamental investment policy
prohibiting the Fund from borrowing except for temporary purposes or securities
clearance will be relaxed to enable the Fund to borrow to satisfy its potential
increased cash needs as an open-end fund. The Fund, however, would continue its
existing policy of not making additional investments when borrowings exceed 5%
of its assets. Common Class shares of the Fund will be continuously offered to
the public, subject to a
5
<PAGE>
registration statement becoming effective under the Securities Act of 1933, as
amended (the "Securities Act"), and the 1940 Act. If Proposal 1(a) is approved,
the Fund expects that the conversion to open-end status will be effective within
120 days from the date such approval is received. However, there is no assurance
that the steps required to open-end the Fund will be completed within this
timeframe, and the date when the conversion will be effective may be delayed.
If Proposal 1(a) is not approved, however, the Fund will remain a closed-end
investment company, and Proposal 1(b) will not be implemented even if approved.
Under such circumstances, the Board has resolved to cause the Fund to undertake
an enhanced and aggressive share repurchase program pursuant to which it will
purchase shares in the open market at prevailing market prices whenever its
shares trade at more than a nominal discount to net asset value. This aggressive
share repurchase program does not require stockholder approval. See the
discussion of the program under "Aggressive Buy-Back Program" below.
Other factors considered by the Board in making its recommendation to
convert the Fund from a closed-end fund to an open-end fund are discussed below.
This Proxy Statement contains certain statements that may be deemed to be
"forward-looking statements" including, but not limited to, projected expenses
and expense ratios. Actual results could differ materially from those projected
in the forward-looking statements as a result of actual expenses varying from
estimates, changes in assumptions made and other factors.
COMPARISON BETWEEN CLOSED-END AND OPEN-END INVESTMENT COMPANIES
Generally, closed-end funds, such as the Fund, neither redeem their
outstanding stock nor engage in the continuous sale of new securities.
Therefore, a closed-end fund operates with a relatively fixed capitalization.
Stockholders who wish to buy or sell shares generally must do so through a
broker-dealer, and pay or receive whatever price the market may bear. This price
may be more or less than the net asset value per share of the closed-end fund's
shares. In contrast, open-end funds issue redeemable securities entitling
stockholders to surrender those securities to the fund and receive in return
their proportionate share of the value of the fund's net assets (less any
redemption fee charged by the fund and possible "sales load".) Also, open-end
funds generally issue new shares at the fund's net asset value.
In addition to these structural distinctions between the two types of funds,
several other differences exist. These distinctions can give rise to advantages
and disadvantages to the Fund if, on the one hand, it remains a closed-end fund
or if, on the other hand, it converts to open-end status. The Board has
considered the advantages and disadvantages to the Fund and its stockholders
associated with remaining closed-end or converting to open-end form. The most
significant advantages and disadvantages considered by the Board are discussed
below.
ADVANTAGES OF CONVERTING TO AN OPEN-END INVESTMENT COMPANY
1. ELIMINATION OF DISCOUNT, REDEEMABILITY OF SHARES. If the Fund converts
to open-end status, stockholders will be able to realize the value of their
shares by redeeming their shares at the then current net asset value of the
shares less any applicable redemption fee, rather than at a discount from net
asset
6
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value (less any brokerage costs) of the type that has characterized the Fund's
shares. The Fund's average annual discount/premium by year computed as of the
end of each month was as follows:
<TABLE>
<CAPTION>
CALENDAR YEAR MONTH END AVERAGES
- ----------------------------------------------------------------------------------
DATE (AS OF DECEMBER 31) DISCOUNT/PREMIUM
- --------------------------------------------------------------- -----------------
<S> <C>
1999 (January 1 - August 18)................................... -11.76%
1998........................................................... -17.77%
1997........................................................... -19.58%
1996........................................................... -17.12%
1995........................................................... -12.16%
1994........................................................... -1.19%
1993........................................................... -2.07%
1992........................................................... -8.21%
1991........................................................... -9.55%
1990........................................................... -7.22%
1989 (November 9 - December 31)................................ 19.23%
</TABLE>
From November 9, 1989 to August 18, 1999, the Fund's shares have traded on
the New York Stock Exchange (the "NYSE") at prices ranging from 39.81% above to
27.54% below net asset value. On August 18, 1999, the closing price of a Fund
share on the NYSE was 9.09% below its net asset value.
Conversion to an open-end investment company will eliminate any discount and
will allow stockholders of the Fund to realize promptly net asset value of the
Fund's shares (subject to any redemption fee and the costs and potential time
delays associated with disposing of securities received in-kind). However, it
will also eliminate any possibility that the Fund's shares will trade at a
premium over net asset value. It will also eliminate any possibility that
stockholders could purchase additional shares at a discount.
Stockholders should note that if the proposal to convert the Fund to an
open-end investment company is approved by the stockholders, the discount may be
reduced prior to the date of conversion to the extent investors may purchase
shares in the open market in anticipation of the prospect of the Fund becoming
an open-end investment company. Since May 11, 1999, the date on which the Board
announced that it would be exploring particular proposals to reduce or eliminate
the discount, the average weekly discount has been 8.99%, compared to 12.73%
from January 1, 1999 to that date.
2. ABILITY TO RAISE NEW CAPITAL THROUGH THE CONTINUOUS OFFERING OF
SHARES. A closed-end fund is prohibited by the 1940 Act under most circumstances
from issuing shares at a discount to net asset value. Therefore, as long as the
Fund is trading at a discount to net asset value (and even if shares were to
trade at a small premium), it is not generally possible to raise new capital,
except by means of a rights offering. To the extent such rights are exercised at
less than net asset value, as is usually the case, it would have a dilutive
effect on the interests of non-participating stockholders. As an open-end
investment company, the Fund would be able to sell shares to the public at net
asset value (plus, if applicable, a sales load), which would enable it to offset
the consequences of redemption requests. In addition, the ability to raise new
capital would allow the Fund to achieve certain economies of scale and give the
Fund additional flexibility to invest assets in furtherance of its investment
objective, since with new cash flow the manager is able to reposition the
portfolio or take advantage of new opportunities without having to sell other
securities. No assurance can be given that the Fund can be successfully marketed
in open-end form.
7
<PAGE>
3. VOTING RIGHTS. If Proposal 1(a) is approved, the Fund will not hold
annual stockholder meetings unless required under the 1940 Act. The shares of
the Fund currently are listed on the NYSE. NYSE rules generally provide for
annual meetings of the stockholders of listed companies for the election of
directors. If the proposal to convert the Fund to an open-end investment company
is approved, the Fund's shares will be delisted and voting for the election of
directors will be determined solely by reference to the 1940 Act and to the
Maryland General Corporation Law. The Fund will not be required to hold an
annual meeting in any year in which the election of directors is not required to
be acted upon under the 1940 Act. By not holding annual stockholder meetings,
the Fund will save the cost of preparing proxy materials and soliciting
stockholders' votes on the usual proposals contained therein. Based on the
number of outstanding shares and stockholders as of the Record Date, cost
savings could aggregate in the range of approximately $24,000 per year.
Under the 1940 Act, the Fund would be required to hold a stockholders
meeting if the number of directors elected by the stockholders were less than a
majority of the total number of directors, to fill vacancies if less than
two-thirds of the directors then holding office have been elected by the
stockholders, if a change were sought in the fundamental investment policies of
the Fund, if a material change were sought in the investment management
agreement or in a distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act, or for certain other matters. A meeting must also be called for the
purpose of voting on the removal of a Director at the written request of holders
of 10% or more of the Fund's outstanding shares.
The holders of shares of the Fund will continue to have one vote for each
share held on each matter submitted to a vote of stockholders if the Fund
converts to an open-end investment company, except that each class of shares
will have exclusive voting rights on any matter submitted to stockholders that
relates solely to its distribution arrangements and separate voting rights on
any matter submitted to stockholders in which the interests of one class differ
from the interests of any other class. As noted above, the Fund plans to offer
only one share class -- Common Class shares -- upon conversion to open-end
status. Existing shares will be renamed Class "M" upon conversion and will no
longer be offered.
4. SHAREHOLDER SERVICES. If Proposal 1(a) is approved and the Fund becomes
an open-end investment company, stockholders will have access to additional
services, including the services listed below and the exchange privilege
described in Item 5 below. Details of these services will be more fully
disclosed in the Prospectus and Statement of Additional Information which the
Fund will file with the Securities and Exchange Commission (the "SEC") to
register its shares upon conversion to open-end status:
- RETIREMENT PLANS AND UTMA/UGMA ACCOUNTS. The Fund will provide information
about investing through a tax-advantaged retirement account, such as an
Individual Retirement Account ("IRA"), or about opening a Uniform
Transfers to Minors Act account or Uniform Gifts to Minors Act account.
- AUTOMATIC MONTHLY INVESTMENT PLAN AND ACH ON DEMAND. The Automatic Monthly
Investment Plan allows stockholders to authorize the Fund or its agent to
debit their bank account monthly ($50 minimum) for the purchase of Fund
shares on or about either the tenth or twentieth calendar day of each
month. Stockholders may also purchase or redeem shares by calling the Fund
on any business day to request direct debit or credit of their bank
account through an ACH on Demand transaction.
8
<PAGE>
- AUTOMATIC CASH WITHDRAWAL PLAN. The Fund will offer investors an automatic
cash withdrawal plan under which investors may elect to receive periodic
cash payments of at least $250 monthly or quarterly.
- DISTRIBUTION SWEEP. The Fund will offer investors the opportunity to
reinvest their dividend and capital-gain distributions into another
Warburg Pincus Fund in which they are shareholders (this service is not
available for IRAs).
5. EXCHANGE PRIVILEGE. If the Fund converts to an open-end format,
stockholders will be allowed to participate in an exchange privilege that allows
them to exchange their shares for shares of the corresponding class of the
Warburg Pincus Funds, a family of open-end funds advised by CSAM. Class M
stockholders will be able to exchange their shares for Common Class shares of
Warburg Pincus funds. (A 1.5% fee will apply to any exchange of the Fund's Class
M shares for the one year period following the conversion.) In addition, owners
of Common Class shares of Warburg Pincus funds will also be able to exchange
their shares for Common Class shares of the Fund at net asset value. Exchanges
of the open-end Fund's shares for shares of other funds will be a taxable
transaction for federal income tax purposes. The Fund would have the right to
refuse exchange purchases by any person or group if, in the Fund's view, such
person or group is likely to engage in excessive trading. Details of the
exchange privilege will be more fully disclosed in the prospectus and statement
of additional information that the Fund will file with the SEC upon conversion.
6. NYSE LISTING FEES. If the Fund were to become an open-end fund, it would
no longer be listed on the NYSE. Delisting from the NYSE would save the Fund
listing fees. Currently, these fees amount to approximately $16,000 per year.
7. FEES AND EXPENSES. The overall expenses of the Fund (except for the
investment advisory fees) are likely to increase following the Fund's conversion
to open-end status. This increase is mainly attributable to the fact that the
costs of maintaining and servicing an open-end investment company and its
stockholders are expected to exceed those costs in closed-end fund companies.
The Fund would bear expenses that it currently does not bear, including higher
accounting and administration fees, higher transfer agency expenses, increased
portfolio transaction expenses, and shareholder communications expenses. In
addition, the expense ratio also could increase if the Fund's net assets
decrease following conversion. CSAM has agreed to waive its investment advisory
fees to the extent necessary to ensure that the Fund's overall ordinary
operating expenses (excluding those costs associated with the open-ending) do
not exceed 1.5% of net assets (their level for the fiscal year ended December
31, 1998) for at least the two-year period following open-ending. Without the
waiver agreement in place, CSAM projects that the Fund's expense ratio would
increase for Class M shares to approximately 1.8%, assuming no reduction in net
assets upon open-ending. This figure does not include extraordinary expenses
associated with efforts to restructure the Fund (see note 1 to the "Annual Fund
Operating Expenses" table below).
ADVANTAGES OF REMAINING A CLOSED-END INVESTMENT COMPANY
1. PORTFOLIO MANAGEMENT. Because closed-end funds do not have to be
concerned about maintaining cash to be able to pay redemptions, and because
closed-end funds do not have inflows of new capital from offering new shares,
such funds generally may be more fully invested than open-end funds. In
contrast, many open-end funds maintain a buffer of cash and highly liquid assets
to meet net redemptions and must consider cash flow needs when making investment
decisions. Open-end funds face the possibility of having
9
<PAGE>
to liquidate portfolio securities to meet redemption demands at a time when the
portfolio manager believes that the market price is low or otherwise wishes to
retain the security. Closed-end funds, therefore, may invest with less emphasis
on liquidity, and this consideration may contribute to disparities in investment
performance between open-end and closed-end funds.
The larger reserves of cash or cash equivalents required to operate as an
open-end investment company when net redemptions are anticipated could reduce
the Fund's investment flexibility and the scope of its investment opportunities.
The Fund's portfolio might have to be restructured by selling portfolio
securities to accommodate the need for larger reserves of cash or cash
equivalents than would otherwise be maintained. In connection with any such
restructuring, there may be an increase in transactional costs and portfolio
turnover and an adverse effect on investment return.
CSAM has advised the Fund's Board that it does not expect significant
changes in the Fund's investment strategies as a result of open-ending, and that
the Fund's current strategies do not rely primarily on the closed-end format.
However, CSAM believes that to a limited degree certain investment opportunities
in smaller capitalization and less liquid securities in which the Fund currently
invests may not be available to the Fund after conversion to open-end status.
This may have a negative impact on the Fund's total return performance. CSAM,
however, has informed the Board that the Fund could still be substantially
invested in Portuguese Securities in furtherance of its objective and consistent
with its investment policies. The open-end format would require management of
cash flow for incoming and outgoing cash. It is likely that this difference also
may cause a sacrifice in total return performance. However, CSAM handles cash
flow management for other open-end funds, and while cash flow adds a complexity
to fund management, CSAM has advised the Board that it normally should not
disrupt portfolio strategy.
2. LIQUIDITY. An open-end investment company is subject to SEC requirements
that no more than 15% of its net assets may be invested in securities that are
illiquid. The Fund currently operates subject to a self-imposed limit under
which it may invest up to 15% of its net assets in securities that are illiquid
(including investments in new and early stage companies), provided that not more
than 3% of the Fund's assets in the aggregate may be invested in unlisted
securities of Portuguese companies that (together with any predecessor
companies), at the time of investment, had less than one year of operations. If
the Fund is converted to an open-end fund, it will be restricted from investing
more than 15% of its net assets in illiquid securities which include these
unlisted securities and other types of securities that cannot be readily sold.
The Fund, unlike other closed-end country or regional funds managed by CSAM,
does not currently seek to enhance its returns by making private equity
investments. As of June 30, 1999, the Fund held no illiquid securities in its
portfolio. Since the Fund already operates under a self-imposed liquidity
restriction and has not sought to enhance its returns by making private equity
investments, the liquidity restrictions should have no effect on the investment
strategies of the Fund. Moreover, CSAM believes that the improved liquidity of
the Portuguese markets generally should enable the Fund to operate in the
open-end format.
3. EXPENSES; POTENTIAL NET REDEMPTIONS. As discussed above, conversion of
the Fund to open-end status could result in an eventual increase in the Fund's
expenses as a percentage of average net assets because the Fund would bear
certain expenses that it currently does not bear. If Proposal 1(a) is not
adopted the Fund will not bear these additional expenses.
10
<PAGE>
Conversion to an open-end investment company could result in immediate
redemptions of Fund shares, which could be substantial, and, consequently,
result in a marked reduction in the size of the Fund. Conversion to an open-end
investment company may create an incentive for stockholders to capitalize on the
elimination of the Fund's historical discount by redeeming their shares. In
addition, market professionals and other investors who view closed-end funds as
arbitrage opportunities could have taken or could take sizable positions in
shares of the Fund prior to conversion for the purpose of profiting through
redemption immediately following an open-ending. This arbitrage phenomenon could
serve to increase the percentage of Fund shares subject to redemption requests.
Other closed-end funds that have converted to open-end format have experienced
redemptions that exceed sales after conversion. The Fund bears the risk that
such net redemptions after conversion to open-end status could be substantial. A
decrease in net assets could result in less diversification or in smaller
portfolio positions in its investments, which could adversely affect total
return performance. In addition, as a result of any decrease in size resulting
from redemptions, the Fund could experience a further increase in its expense
ratio. CSAM projects that if the Fund's net assets decrease by 50% from the
present size of $82,071,817 due to redemption requests, for example, the Fund's
expense ratio would increase to approximately 2.14% for Class M shares, although
the waiver agreement agreed to by CSAM would limit total ordinary operating
expenses to 1.5% during the first two years following open-ending. A higher
expense ratio would lower the Fund's total return performance. Further, if the
Fund sells a significant amount of a portfolio holding to satisfy redemption
requests, such action could result in a decline in value of the particular
security and affect the value of the Fund's remaining position in such security.
Massive redemptions shortly following open-ending could impose significant
costs in the remaining stockholders, including substantial sales of portfolio
securities in order to raise cash to meet redemption requests at potentially
less than optimum prices as well as possibly triggering the realization of
taxable gains upon such sales. To accommodate stockholders who desire an
opportunity to liquidate their investment while protecting the interests of
stockholders who elect to stay in the Fund, the Fund will impose a fee of 1.5%
on cash redemptions and exchanges of Class M shares for the one year period
following the conversion to open-end status. The Fund will also afford
stockholders the option to elect to receive redemptions in excess of $250,000
in-kind without the imposition of any redemption fee. Both in-kind redemptions
and redemptions by exchanges will result in the recognition by the redeeming
shareholder of gain or loss for federal income tax purposes based upon the
difference between the fair market value of the securities received and the
basis of the shares redeemed. Significant net redemptions could cause the Fund
to become too small to be considered economically viable.
4. POTENTIAL TAX CONSEQUENCES. If the Fund experiences net redemptions
after converting to open-end form, the Fund would be required to sell portfolio
securities. If any of the Fund's portfolio securities that have appreciated in
value since purchased were to be sold, this would result in realization of
capital gains which would be distributed to stockholders. Such distributions
would be taxable to the non-redeeming stockholders who receive them.
Accordingly, the actions of redeeming stockholders may have adverse tax
consequences for the Fund and its remaining stockholders. As of August 18, 1999,
however, the Fund's portfolio securities had an unrealized depreciation of
$2,914,761. Further, as of August 18, 1999, based on a share's net asset value
of $15.40, the Fund had no net undistributed realized short-term capital gains
and net undistributed realized long-term capital gains of $1.82 per share. On
July 28, 1999, the Fund announced an estimated distribution of $0.93 per share
to stockholders of record as of September 10, 1999, with an ex-dividend date of
September 8, 1999, payable on September 24, 1999. This estimated distribution
constitutes $0.11 per share of ordinary income and $0.82 per share of net
realized long-term capital gains.
11
<PAGE>
Distributed net short-term capital gains are taxable to recipient stockholders
as ordinary income and long-term capital gains are taxable as capital gains.
Even in the absence of conversion, unrealized capital appreciation may be
realized in the future. However, if there are redemptions due to the conversion,
the gains will be realized sooner than they would have been under the closed-end
format. A non-redeeming shareholder who receives a capital gain distribution
resulting from sales of portfolio investments necessitated by redemptions in
connection with the conversion will realize a smaller gain (or a larger loss)
upon a subsequent redemption of shares, as the Fund's distribution of such
capital gains will reduce the net asset value of the shareholder's shares.
However, as noted above, the Fund will afford stockholders the option to elect
to receive the proceeds of redemptions in excess of $250,000 in kind. To the
extent stockholders make this election, the Fund may avoid having to sell
appreciated portfolio securities and realizing capital gains which it would in
turn be required to distribute to remaining Fund stockholders.
5. DIVIDENDS. The Fund intends to continue to provide the opportunity for
stockholders to reinvest dividends and capital gains distributions into
additional shares of the Fund in open-end form. Effective upon conversion to an
open-end investment company, such reinvestment in shares would be made at net
asset value, rather than, as is currently the case, at the lesser of market
value plus commissions or net asset value. As a result, stockholders would no
longer be able to reinvest distributions into additional shares of the Fund at a
discount to net asset value. Class M stockholders will have the opportunity to
reinvest dividends and capital gains distributions of the Fund, if any, into
Common Class shares of the Fund. Common Class shares are not subject to the 1.5%
fee on redemptions or exchanges.
6. NYSE LISTING. The Fund is currently listed on the NYSE. Conversion to an
open-end fund would result in delisting of the Fund's shares, an event that may
be perceived by some as disadvantageous because some investors may consider a
listing on the NYSE to be important.
7. BLUE SKY COSTS. Because the Fund is listed on the NYSE, the offering of
its shares is not required to be registered under the securities laws of most
states. As an open-end investment company, the Fund would be required to qualify
its shares for sale in the states at an approximate cost of $73,000.
COMPARATIVE INVESTMENT STRATEGIES AND RISKS
The Fund's investment objective will continue to be total return, consisting
of capital appreciation and current income upon its conversion to open-end
status. In seeking to achieve its objective, the Fund will also continue to
invest substantially all of its assets, but in no event less than 75% of its
assets, in Portuguese equity securities. As part of its evaluation of the Fund's
conversion to open-end status, the Board, based on CSAM's recommendation,
authorized a change to the Fund's non-fundamental investment policy relating to
investments in illiquid securities. Currently, the Fund may not invest more than
15% of its net assets in securities that are illiquid (including investments in
new and early stage companies), provided that not more than 3% of the Fund's
assets in the aggregate may be invested in unlisted securities of Portuguese
companies that (together with any predecessor companies), at the time of
investment, had less than one year of operations ("start-up companies").
Although the Fund will continue to be limited to investing no more than 15% of
its net assets in illiquid securities upon conversion to open-end status, the
Board approved CSAM's recommendation to remove the additional 3% limitation
relating to investments in start-up companies to conform the Fund's policy to
those of the Warburg Pincus funds.
12
<PAGE>
COMPARATIVE EXPENSE INFORMATION
The expenses of the Fund before and after open-ending will differ.
Specifically, the expenses of the Fund after open-ending are expected to be
higher; however, CSAM has agreed to waive its investment advisory fees to the
extent necessary to ensure that the total ordinary operating expenses of the
Fund (excluding those costs associated with the open-ending) do not exceed 1.5%
of net assets during at least the first two years following conversion to
open-end status.
1. FEE TABLE. Set forth below is a comparison of the Fund's annual
operating expenses and stockholder transaction expenses as of December 31, 1998
as a closed-end fund and those expenses that would apply to current stockholders
holding Class M and Common Class shares of the Fund upon conversion assuming no
change in the net assets of the Fund. As noted above, if open-ending is
approved, shares of the Fund previously held in closed-end form will be renamed
Class "M" shares and a new class of shares -- Common Class -- would be offered
to the public.
ASSUMING CONVERSION TO OPEN-END STATUS
ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
(CLOSED-END) (OPEN-END)(1/)
------------- ----------------------------
<S> <C> <C> <C>
COMMON
CLASS
SHARES CLASS M
----------- ---------------
SHAREHOLDER FEES: (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load)
Imposed on Purchases (as a % of offering price).......................... None(2/) None None
Maximum Deferred Sales Charge (Load)
(as a % of redemption proceeds).......................................... None None None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends/Distributions............................ None None None
Redemption Fee (as % of amount redeemed, if applicable).................... None None 1.5%(3/)
Exchange Fee............................................................... None None 1.5%(4/)
ANNUAL FUND OPERATING EXPENSES:
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Advisory Fee(5/)........................................................... 1.18% 1.18% 1.18%
Other Expenses............................................................. .50% .55% .55%
Total Annual Fund Operating
Expenses................................................................. 1.68% 1.73% 1.73%
Expense Reimbursement...................................................... 0.18% 0.23% 0.23%
Net Annual Fund Operating Expenses(5/)..................................... 1.5% 1.5% 1.5%
</TABLE>
- ---------------------
(1/) Estimated for the Fund's current fiscal year ending December 31, 1999,
based on the proposed fee schedule for open-end operations and expenses
incurred by the Fund during its most recent fiscal year and assuming no
change in the Fund's aggregate net assets. "Other Expenses" do not include
extraordinary expenses associated with efforts to restructure the Fund. If
such expenses had been included, "Other Expenses" would have been increased
to .90% and .90%, for Common Class shares and Class M shares, respectively.
Also, as reflected below under "Expenses; Potential Net Redemptions,"
significant redemptions from the Fund would result in an increase of
expenses.
(2/) The underwriting spread (sales load) imposed on purchases made during the
initial offering period in 1989 was 7%. Purchases and sales made thereafter
on the NYSE or otherwise through broker-dealers were subject to customary
brokerage commissions which vary. With respect to shares issued in
connection with the Fund's dividend reinvestment plan, to the extent the
plan agent is required to purchase shares on the NYSE stockholders may also
incur brokerage commissions.
13
<PAGE>
(3/) A 1.5% redemption fee, which is retained by the Fund, is imposed on all
cash redemptions of Class M shares for the one year period following
conversion.
(4/) Class M shares exchanged for other Warburg Pincus fund shares pursuant to
the Exchange Privilege, as described above, will be subject to the 1.5%
redemption fee at the time of the exchange during the one year period after
the conversion of the Fund to open-end form.
(5/) For its services, pursuant to its advisory agreement with the Fund, CSAM
is entitled to be a fee computed weekly and paid quarterly at an annual rate
of 1.20% of the first US$50 million of the Fund's average monthly assets,
1.15% of the next $50 million of the Fund's monthly net assets and 1.10% of
amounts over $100 million. Upon the termination by the Fund of its
sub-advisory relationship with Socifa & Beta -(Dealers), S.A., which had
been entitled to receive from CSAM a sub-advisory fee equal to all advisory
fees in excess of 1.00% of the Fund's monthly net assets received by CSAM,
CSAM agreed to waive that portion of its advisory fee. Also, pursuant to
contractual arrangements with the Fund, CSAM has agreed to waive its
investment advisory fees to the extent necessary to ensure that the total
ordinary operating expenses of the Fund (excluding those costs associated
with open-ending) do not exceed 1.5% of net assets during the first two
years following conversion to open-end status.
Set forth below are examples which show the expenses that an investor in the
Fund would pay on a $10,000 investment if the Fund remained closed-end compared
to those expenses which an investor would incur if the Fund were converted to an
open-end format, assuming a 5% annual return, based upon the expense ratios set
forth above.
THE PORTUGAL FUND AS OF DECEMBER 31, 1998 (CLOSED-END FORM):
Fees and expenses if you sold shares after:
<TABLE>
<S> <C>
1 Year................................................... $ 153
3 Years.................................................. $ 474
5 Years.................................................. $ 818
10 Years................................................. $ 1,791
</TABLE>
PRO FORMA EXPENSE RATIOS OF THE PORTUGAL FUND AS OF DECEMBER 31, 1999 (OPEN-END
FORM):
Fees and expenses if you sold shares after:
<TABLE>
<CAPTION>
CLASS M
-----------
<S> <C>
1 Year.......................................................... $ 303*
3 Years......................................................... $ 544
5 Years......................................................... $ 962
10 Years........................................................ $ 2,127
</TABLE>
- ---------------------
* reflects the 1.5% redemption fee applicable in the first year
after conversion.
Fees and expenses if you did not sell your shares after:
<TABLE>
<CAPTION>
CLASS M
-----------
<S> <C>
1 Year.......................................................... $ 153
3 Years......................................................... $ 544
5 Years......................................................... $ 962
10 Years........................................................ $ 2,127
</TABLE>
The examples are not an illustration of past or future investment results
and should not be considered a representation of past or future expenses. Actual
expenses may be greater or less than those shown.
2. INVESTMENT ADVISORY FEES. In connection with the proposal to open-end
the Fund, CSAM has agreed to waive its investment advisory fee to the extent
necessary to ensure that the total ordinary
14
<PAGE>
operating expenses of the Fund do not exceed 1.5% of net assets during at least
the first two years following conversion to open-end status.
3. OTHER OPERATING FEES AND NEW SERVICE PROVIDERS. As a closed-end fund,
the Fund does not generally incur the types and levels of expenses that an
open-end fund does. As an open-end fund, the Fund would incur higher transfer
agency, accounting and administration costs, as well as other costs typically
incurred by open-end funds. The Fund would also enter into agreements with new
service providers that currently provide services to other open-end funds
managed by CSAM. As discussed above, however, CSAM would continue to serve as
investment adviser to the Fund and Brown Brothers Harriman & Co. would remain as
the Fund's custodian.
4. REDEMPTION FEES. To accommodate stockholders who desire an opportunity
to liquidate their investment while protecting the interests of stockholders who
elect to stay in the Fund, the Fund will impose a redemption fee of 1.5%,
payable to the Fund, on cash redemptions and exchanges of all Class M shares
during the one year period following the conversion to open-end status. The
purpose of the redemption fee is to reimburse the Fund and non-redeeming
stockholders for administrative and transactional expenses incurred as a result
of satisfying redemption requests during the first year of open-end operations.
In addition, the fee is intended to discourage short-term trading in a vehicle
intended for long-term investment.
5. REDEMPTIONS IN-KIND. Upon conversion, the Fund would afford stockholders
the option to receive the proceeds of redemptions in excess of $250,000 in-kind
without the imposition of any redemption fee. A redemption in-kind will be
effected by a distribution of portfolio securities in lieu of cash. The Fund
will value such securities at the same value used to determine net asset value
and will distribute securities pro rata unless such pro rata distribution is
impracticable in which case securities will be distributed in a manner deemed to
be fair and equitable by the Board of Directors. Such in-kind redemptions will
result in the redeeming shareholder recognizing gain or loss for federal income
tax purposes. Stockholders receiving securities and selling them could receive
less than the redemption value of such securities and will further incur certain
transaction costs related to transfer and delivery of the securities to the
stockholders from the Fund (generally, certain custody and transfer-related
expenses), which will be deducted from the redemption proceeds. Such
stockholders will also incur transaction costs upon the disposition of the
securities redeemed. Such a redemption would not be as liquid as a redemption
entirely in cash. The Fund expects to file, if necessary, an application with
the SEC for exemptive relief to permit stockholders who are affiliates of the
Fund by virtue of ownership of 5% or more of the outstanding shares ("affiliated
stockholders") to redeem in-kind. However, there are no assurances that the Fund
will obtain such relief. If the Fund fails to obtain such relief, it will pay
any redemption proceeds to affiliated stockholders in cash.
CONVERSION TO AN OPEN-END INVESTMENT COMPANY
(a) CHANGING THE FUND'S SUB-CLASSIFICATION AND AMENDING AND RESTATING THE
FUND'S ARTICLES OF INCORPORATION
CHANGING THE FUND'S SUB-CLASSIFICATION
The conversion of the Fund to an open-end investment company will be
accomplished, subject to shareholder approval, by: (i) the filing of Articles of
Amendment and Restatement (the "Amended Articles
15
<PAGE>
of Incorporation") with the State Department of Assessments and Taxation of
Maryland to amend and restate the Fund's Articles of Incorporation, and (ii)
changing the Fund's sub-classification under the 1940 Act from a closed-end
investment company to an open-end investment company. In addition, since shares
of an open-end investment company are offered to the public on a continuous
basis, the Fund intends to enter into a Distribution Agreement with the same
distributor that acts as such in the Warburg Pincus funds on a no-load basis,
pursuant to which such distribution will use appropriate efforts to solicit
orders for the sale of the Fund's Common Class shares. Although the Fund has no
current intention of doing so, it may in the future propose that a Rule 12b-1
plan be established to assist in the distribution of the Fund's shares in
open-end form subject to the requisite approval of the Board of Directors and
the stockholders. Under such a plan, the Fund would use a specified percentage
of its assets, typically ranging from .25% to 1.00% to assist in the marketing
of Fund shares. A registration statement for the Fund under the Securities Act
and the 1940 Act covering the offering of the shares of the Fund will be filed
as well as appropriate state securities law notices.
Certain costs, many of which will be nonrecurring, will be incurred in
connection with the conversion from a closed-end to an open-end investment
company, including costs associated with the seeking of necessary regulatory
clearances, the preparation of a registration statement, including a prospectus
and statement of additional information as required by federal securities laws
(including printing and mailing costs), the costs of preparing this Proxy
Statement, transfer agent fees relating to the conversion, and legal fees and
accounting fees related to the foregoing. CSAM estimates that these additional
costs, which will be paid by the Fund, will be approximately $290,000. CSAM
anticipates that substantially all of these costs will be incurred prior to the
effective date of the conversion.
The Fund believes that neither the Fund nor its stockholders will realize
any gain or loss for federal income tax purposes as a result of the Fund's
conversion. However, the portfolio activity that may be necessitated by
widespread redemption requests following conversion possibly could result in the
realization of capital gains by the Fund which would be distributed to the
non-redeeming stockholders. Also, stockholders will recognize a gain or loss if
they later redeem their shares to the extent that redemption proceeds are
greater or less than the respective adjusted tax bases of their redeemed shares.
Payment for any such redemption (less the 1.5% redemption fee applicable to
Class M stockholders) normally will be made within one day after receipt of a
proper request for redemption, in accordance with redemption procedures that
will be specified in the Fund's Prospectus. The Fund may suspend the right of
redemption or postpone the payment dates under certain extraordinary
circumstances in accordance with the rules of the SEC.
AMENDING AND RESTATING THE FUND'S ARTICLES OF INCORPORATION
CONVERSION. If the proposed conversion to open-end status is approved, the
conversion of the Fund to an open-end investment company will be accomplished by
amending and restating the Fund's Articles of Incorporation to authorize the
issuance of redeemable securities at net asset value, subject to any applicable
redemption fees, and to provide that the Fund's outstanding common stock will be
redeemable at the option of the stockholders. In connection with such amendments
to the Articles of Incorporation, the Board will make any necessary conforming
changes to the Bylaws of the Fund. A copy of the proposed Amended and Restated
Articles of Incorporation is attached hereto as Exhibit A.
16
<PAGE>
QUORUM. The Articles of Incorporation are proposed to be amended to provide
that the presence in person or by proxy of stockholders entitled to cast
one-third of the votes entitled to be cast constitutes a quorum for a meeting of
stockholders. Under Maryland law, unless the charter of a corporation provides
otherwise, the presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast constitutes a quorum for a meeting of
stockholders. Currently, the presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast constitutes a
quorum at shareholder meetings.
REDEMPTION FEES. The proposed Amended and Restated Articles of
Incorporation also provide the Board with the authority to impose a fee upon
redemptions of the Fund's shares.
INCREASED SHARE CAPITAL. The Fund's current Articles of Incorporation
authorize the issuance of 100 million shares of common stock with a par value of
$.001 per share. In connection with Proposal 1(a), the Fund's Articles of
Incorporation are proposed to be amended to provide for an increase in the
amount of authorized capital stock to 500 million shares, to rename the existing
share Class "M" shares and create a new class entitled "Common Class shares" and
set the rights and privileges of such classes. As also provided in the current
Articles of Incorporation, the Board will have the ability to create additional
share classes and to describe the rights and privileges of each such class.
Moreover, as the Board of an open-end fund, the Board will be authorized to
increase the amount of authorized capital stock going forward without
shareholder approval and to utilize the ability to create new classes or series
of shares of the Fund.
DELETION OF ANTI-TAKEOVER PROVISIONS. The Board has recommended certain
other amendments to the Fund's Articles of Incorporation (including the
elimination of the "anti-takeover provisions) that would facilitate the
conversion to open-end status. Specifically, the Board has recommended the
following amendments to the Fund's Articles of Incorporation: (i) to declassify
the Board (as described below), (ii) to eliminate super-majority voting
requirements and provisions that limit the ability of others to acquire control
of the Fund as well as the Fund's freedom to engage in particular transactions,
and (iii) to eliminate the requirement that the number of directors not exceed 9
and that directors may only be removed by the affirmative vote of 66 2/3% of the
votes entitled to be cast for election of directors.
These further amendments to the Fund's Articles of Incorporation eliminate
certain provisions that are intended to have the effect of limiting (i) the
ability of other entities and persons to acquire control of the Fund, (ii) the
Fund's freedom to engage in certain transactions (as described below), and (iii)
the ability of the Fund's stockholders to effect changes in the Fund's Board.
The need for such "anti-takeover" provisions would no longer exist once the Fund
is converted to an open-end investment company.
The proposed amendments to the Fund's Articles of Incorporation eliminate
the provisions in the Articles of Incorporation creating the classified Board.
Currently, the Articles of Incorporation provide that the Board will be divided
into three classes of directors. The term of office of the first class expired
on the date of the next annual meeting of stockholders that followed the initial
annual meeting, the term of office of the second class expired on the date of
the second next annual meeting following the initial annual meeting of the
stockholders and the term of the third class expired on the date of the third
next annual meeting following the initial annual meeting of the stockholders.
The current Articles of Incorporation specify that at each subsequent annual
election, the directors chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the directors whom they succeed, and
shall be elected for a term expiring at the time of the third succeeding annual
meeting of stockholders, or thereafter in each case when their respective
successors are elected and qualified.
17
<PAGE>
The elimination of the classified Board will permit the Fund to dispense
with annual shareholder meetings, except when required by law to hold such
meetings. Maryland corporate law provides that, if the articles of incorporation
or by-laws of either an open-ended or closed-ended fund registered under the
1940 Act so provide, then the fund is not required to hold an annual
stockholders' meeting in any year in which the election of directors is not
required to be acted upon under the 1940 Act. Currently, the Fund's Articles of
Incorporation and By-Laws do not have any such provisions, but such provisions
will be included in the proposed amended By-Laws. If Proposal 1(a) is approved
and implemented, the Fund will therefore not be required to hold an annual
meeting in any year in which the election of Directors is not required to be
acted upon under the 1940 Act. The Fund does not intend to hold annual meetings
in any year in which it is not so required. By not having to hold annual
stockholders' meetings, the Fund would save the costs of preparing proxy
materials and soliciting stockholders' votes on usual proposals contained
therein. Based on the number of outstanding shares and stockholders as of the
date of this Proxy Statement, such costs could aggregate approximately $24,000
per year.
The Fund would nevertheless be required to hold a meeting of stockholders
when shareholder approvals are necessary under the 1940 Act or Maryland law.
Under the 1940 Act, the Fund would be required to hold a stockholders meeting if
the number of directors elected by the stockholders were less than a majority of
the total number of directors, to fill vacancies if less than two-thirds of the
directors then holding office have been elected by the stockholders, if a change
were sought in the fundamental investment policies of the Fund, if a material
change were sought in the investment management agreement or in a distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act, or for certain other
matters. Maryland law requires the Secretary to call a special meeting of
stockholders when requested in writing to do so by the stockholders entitled to
cast at least 25% of all the votes entitled to be cast at the special meeting
upon payment by such stockholders of the cost of preparing and mailing the
notice of the meeting; provided, however, that, unless requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at a special
meeting, a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any special meeting of the
stockholders held during the proceeding twelve months. In addition, the Fund
will call a special meeting of stockholders to remove directors if requested by
stockholders entitled to cast 10% of the votes entitled to be cast at the
meeting.
The Amended Articles of Incorporation would eliminate the requirement that
the number of directors shall never be more than 9, as well as the requirement
that a director may be removed only by the affirmative vote of 66 2/3% of the
votes entitled to be cast for the election of directors. The vote is higher than
the majority required under the Maryland General Corporation Law in the absence
of a charter provision otherwise.
In addition, the Amended and Restated Articles of Incorporation remove
certain provisions that limit the Fund's ability to consolidate with or merge
with any "Principal Shareholder" (as defined below). Moreover, the Amended
Articles of Incorporation remove certain provisions that limit the Fund's
ability to liquidate or dissolve the Fund. Under the Articles of Incorporation,
the affirmative vote of 66 2/3% of the votes entitled to be cast by stockholders
of the Fund would be required to authorize the liquidation or dissolution of the
Fund (in the absence of the approval of the liquidation or dissolution by a
majority of the Continuing Directors, as defined below) or any of the following
transactions: (i) merger, consolidation or share exchange of the Fund with or
into any Principal Shareholder (as defined below); (ii) issuance of any
18
<PAGE>
securities of the Fund to any Principal Shareholder for cash (other than
pursuant to a dividend reinvestment and cash purchase plan); (iii) sale, lease
or exchange of all or any substantial part of the assets of the Fund to any
Principal Shareholder (except assets having an aggregate fair market value of
less than $1,000,000); or (iv) sale, lease or exchange to the Fund, in exchange
for securities of the Fund, of any assets of any Principal Shareholder (except
assets having an aggregate fair market value of less than $1,000,000). A
Principal Shareholder is defined as any corporation, person or entity that
directly, or indirectly through affiliates, is the beneficial owner of more than
5% of the outstanding shares of the Fund. However, such vote will not be
required with respect to (i) through (iv) above if the Continuing Directors of
the Fund (those Directors who were either members of the Board upon the initial
offering of the Fund's shares or subsequently became Directors and whose
election was approved by the Continuing Directors then on the Board) approve the
transaction under certain conditions.
These "anti-takeover provisions" were intended to have the effect of making
it more difficult and time-consuming to change majority control of the Board
without its consent and thus to reduce the Fund's vulnerability to an
unsolicited takeover proposal and to render more difficult the accomplishment of
a merger or the assumption of control by any Principal Shareholder. The
conversion of the Fund to an open-end investment company would eliminate the
need for these precautionary measures. Therefore, the Board has considered and
approved, subject to shareholder approval, the proposed Amended Articles of
Incorporation (attached as Exhibit A hereto) eliminating these "anti-takeover"
provisions.
The following chart summarizes the key differences between the Fund's
current Articles of Incorporation and the Amended and Restated Articles of
Incorporation as discussed in this Proxy Statement:
<TABLE>
<CAPTION>
CURRENT ARTICLES AMENDED ARTICLES
----------------------------------- -----------------------------------
<S> <C> <C>
Corporate Purpose...................... To function as a closed-end To function as an open-end
management investment company under management investment company under
the 1940 Act the 1940 Act
Capital................................ Authorized capital stock of 100 Increase authorized capital stock
million shares, all of one class to 500 million shares, maintain par
called Common Stock, with a par value at $.001 per share and create
value of $.001 per share one additional class of shares,
designated "Common Class shares";
Rename the existing share class
"Class M" which will convert to
Common Class shares one year after
conversion.
Shareholder Voting..................... Majority on most matters; Supermajority voting requirements
Supermajority (i.e., 66 2/3%) eliminated; Substantially all
necessary to approve open-ending, matters that require shareholder
mergers, reorganizations and other approval to be decided by majority
business combinations with any vote
Principal Shareholder and for
dissolution unless approved by a
majority of "Continuing Directors"
in which case a majority vote would
generally be required (with the
exception of open-ending).
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
CURRENT ARTICLES AMENDED ARTICLES
----------------------------------- -----------------------------------
<S> <C> <C>
Issuance of Redeemable Securities...... Not Permitted Permit shares to be redeemed at net
asset value subject to payment of
such redemption charges as may be
set by Board
Structure of Board of Directors........ Classified (staggered) Board Eliminate classified structure and
divided into three classes, each the limitation of the number of
class having a term of 3 years; Directors and the supermajority
Maximum number of Directors is nine (i.e., 66 2/3%) vote necessary to
and Directors may only be removed remove
upon the affirmative vote of
66 2/3% of the stockholders
Quorum for Shareholder Meetings........ Not specified in the Articles of Specify one-third quorum
Incorporation, but the By-Laws requirement
provide for a majority of the votes
entitled to be cast at a meeting of
stockholders to constitute a quorum
Annual Shareholder Meetings............ Required to Elect Directors No longer required unless the
Director must be elected by the
stockholders in accordance with the
1940 Act
</TABLE>
DEEP DISCOUNT ADVISORS
Mr. Ronald Olin, on behalf of Deep Discount Advisors, Inc. has expressed his
opposition to an open-ending proposal that had been discussed at a meeting with
Mr. Olin and three of the Fund's six Directors on July 13, 1999. The basis for
his stated opposition, as described in Amendment No. 5 to the Schedule 13D of
Deep Discount Advisors, Inc. dated August 2, 1999, was that (i) stockholders
would be required to pay a fee upon redemption; (ii) it might force large
stockholders to incur considerable trouble and expense to sell Portuguese
Securities delivered via in-kind redemptions; and (iii) the likelihood that the
approval of two-thirds of the stockholders needed to open-end the Fund could not
be achieved. Further, he expressed his belief that the remaining assets in the
Fund after redemptions would not allow it to survive as a viable economic
entity, and that a merger proposal or the commencement of an aggressive buy-back
program coupled with other actions seeking to enhance performance would present
far better alternatives to the Fund to enhance long-term shareholder value than
open-ending. If the shares Mr. Olin controls (which he has disclosed represents
32.8% of the outstanding shares of the Fund) are voted against Proposal 1(a), in
all likelihood it would fail to win the necessary two-thirds approval. By letter
dated August 23, 1999, the Fund was informed by Mr. Olin that he had not made
any final decision with respect to the Fund's open-ending proposal or as to
whether he will redeem the shares he controls if open-ending is approved and
stated that he is keeping his options open concerning the possible redemption of
shares. Significant net redemptions could cause the Fund to become too small to
be considered economically viable. In such circumstances, the Board would
consider alternatives to continuing the Fund's operations, but has no plans to
pursue such alternatives at this time.
AGGRESSIVE BUY-BACK PROGRAM
If Proposal 1(a) is not approved, the Fund has committed to engage in an
enhanced and aggressive repurchase program of the Fund's shares whenever those
shares trade at more than a nominal discount to net asset value. Shares would be
repurchased in open market transactions at prevailing market prices from
20
<PAGE>
time to time in a manner consistent with the Fund continuing to seek its
investment objective. Repurchasing the Fund's shares at a discount would seek to
enhance shareholder value since it would provide liquidity to those stockholders
who elect to sell their shares and would increase the net asset value of the
shares held by those who wish to retain their investment in the Fund. In
accordance with its fiduciary duties to the Fund, the Board would direct
management to report repurchase activity to the Board periodically. While the
Board currently believes that a share repurchase program would be appropriate,
there can be no assurance that the repurchases would reduce the level of
discount at which the Fund's shares currently trade. Further, if such an
aggressive repurchase program were to continue indefinitely, it is possible that
the Fund might become so small as to be untenable in closed-end form, in which
case the Fund may need to be liquidated. Also, an extended repurchase program
requiring cash in excess of the Fund's normal cash levels would require
liquidation of portfolio holdings which could result in adverse tax consequences
for stockholders. Finally, if the repurchase program resulted in a significant
reduction to the Fund's assets it is possible that the Fund's expense ratio
could increase.
The Fund's proposed repurchase program would be conducted in compliance with
the limitations set forth in Rule 10b-18 under the Securities Exchange Act of
1934. These limitations generally provide that (i) all purchases be conducted
through only one broker or dealer on a single day; (ii) purchases be made only
during specified time periods and at specified prices; and (iii) purchases
satisfy certain volume requirements. These limitations may adversely affect the
ability of the Fund to purchase shares at the times or in the amounts that the
Fund would otherwise do under the share repurchase program.
VOTE REQUIRED
Approval of Proposal 1(a) requires the affirmative vote of 66 2/3% of the
votes entitled to be cast at the meeting.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE STOCKHOLDERS APPROVE THE CONVERSION OF THE FUND TO AN OPEN-END
INVESTMENT COMPANY AND THE RELATED CHANGES IN THE FUND'S ARTICLES OF
INCORPORATION.
(b) AMENDING THE FUND'S FUNDAMENTAL INVESTMENT POLICY RELATING TO BORROWINGS
The Fund has a current fundamental policy which limits permissible
borrowings to 10% (taken at the lower of cost or current value) of its total
assets (not including the amount borrowed) in temporary or emergency purposes or
for the clearance of transactions. The Board recommends that stockholders
approve a modification to this policy, as permitted under the 1940 Act, which in
effect would allow the Fund (i) to borrow from banks and enter into various
borrowing devices, such as reverse repurchase agreements and dollar rolls, for
temporary or emergency purposes, such as meeting redemption requests, provided
that any borrowings by the Fund may not exceed 33 1/3% of total assets, and (ii)
to pledge its assets to the extent necessary to secure permitted borrowings.
This change is consistent with current SEC pronouncements and the investment
policies of other mutual funds advised by CSAM. The Fund would continue its
existing policy of not making additional investments when borrowings exceed 5%
of its assets.
If approved by stockholders, the fundamental investment policy relating to
borrowings would be amended to read in its entirety as follows:
"The Fund may not issue senior securities, borrow money or pledge its
assets, except that the Fund may borrow money as permitted under the 1940 Act,
as may be amended from time to time, and may also pledge its assets to secure
such borrowings. For the purposes of this investment restriction, collateral
21
<PAGE>
arrangements with respect to the entry into currency transactions, the writing
of options or the purchase or sale of futures contracts or options on futures
contracts are not deemed a pledge of assets or the issuance of a senior
security."
If Proposal 1(a) is not approved, Proposal 1(b) will not be implemented even
if approved by stockholders.
VOTE REQUIRED
Approval of Proposal 1(b) requires the affirmative vote of the holders of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act).
YOUR FUND'S DIRECTORS RECOMMEND THAT STOCKHOLDERS APPROVE THE CHANGE TO THE
FUND'S FUNDAMENTAL INVESTMENT POLICY RELATING TO BORROWING.
PROPOSAL 2: ELECTION OF DIRECTORS
The second proposal to be submitted at the Meeting will be the election of
directors of the Fund. Proposal 2 has two parts: Proposal 2(a) proposes for
election two Directors to serve on the Board of the Fund if Proposal 1(a) is not
approved and Proposal 2(b) proposes to re-elect the six incumbent Directors to
serve on the Board if Proposal 1(a) is approved.
(a) CLOSED-END FUND BOARD
Pursuant to the Fund's Articles of Incorporation, the Board is currently
divided into three classes, each class having a term of three years. Each year
the term of office of one class expires and the successor or successors elected
to such class will serve for a three-year term. James J. Cattano and Richard W.
Watt are directors whose current term expires on the date of this Meeting.
Messrs. Cattano and Watt have been nominated for a three-year term to expire at
the 2002 annual meeting, if Proposal 1(a) is not approved. Each nominee is a
current director whose term expires on the date of the Meeting and, if elected,
will serve until the 2002 Annual Meeting of the Fund and hold office for a term
of three years and until his successor is elected and qualified.
Mr. Cattano has been a member of the Board of the Fund since 1989. Mr. Watt
has been a member of the Board of the Fund since 1997.
(b) OPEN-END FUND BOARD
As noted herein, if Proposal 1(a) is approved, the Fund will be reorganized
as an open-end fund. Assuming the approval of Proposal 1(a), the Fund would no
longer hold an annual meeting for the purposes of, among other things, electing
Directors annually. The directors of the Fund would not be elected in staggered
terms of three years, but would be elected to serve until the next meeting of
stockholders, if any, called for the purpose of electing directors and until the
election and qualification of a successor or until such director sooner dies,
resigns or is removed as provided in the Fund's Amended Articles of
Incorporation.
The Board of Directors has nominated all the Directors currently in office
to continue to serve as Directors upon conversion of the Fund into an open-end
fund if Proposal 1(a) is adopted. It is intended that the proxies will be voted
for the election of the nominees described in (c) below if Proposal 1(a) is
adopted.
All nominees listed below have consented to serve as Board members of the
Fund, if elected. In case any nominee shall be unable or shall fail to act as a
Board member by virtue of an unexpected occurrence,
22
<PAGE>
the proxies may be voted for such other person(s) as shall be proposed by the
Board by the persons acting under the proxies in their judgment.
(c) INFORMATION COMMON TO PROPOSALS 2(A) AND 2(B)
The following table sets forth certain information regarding the nominees
for election to the Board of the Fund, the directors of the Fund and the
officers and directors of the Fund as a group. Each of the nominees, the
directors and the officers of the Fund has sole voting and investment power with
respect to the Shares shown. Each nominee, each director and the officers and
directors of the Fund as a group owns less than one percent of the outstanding
Shares of the Fund.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement. Each nominee or director
who is deemed an "interested person" of the Fund, as defined in the 1940 Act, is
indicated by an asterisk in the following table. Messrs. Priest and Watt are
interested persons of the Fund by virtue of their position as director and/or
officer of CSAM.
<TABLE>
<CAPTION>
MEMBERSHIP ON BOARDS
CURRENT PRINCIPAL LENGTH OF SERVICE AS OF OTHER REGISTERED
SHARES OCCUPATION AND DIRECTOR AND TERM INVESTMENT COMPANIES
BENEFICIALLY PRINCIPAL EMPLOYMENT OF MEMBERSHIP AND
OWNED ON DURING THE PAST ON BOARD OF PUBLICLY HELD
NAME (AGE) AUGUST 23, 1999 FIVE YEARS THE FUND COMPANIES
- ----------------------------- ----------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (57) ....... 700 Professor of Finance Since 1996; current Director of nine
Columbia University and Economics, term ends at the other CSAM- advised
Graduate School of Graduate School of 2000 annual meeting investment
Business Business, Columbia companies; Director
New York, NY 10027 University of the Adams Express
(1971-present) Company; Director of
Petroleum and
Resources
Corporation
James J. Cattano (55) ....... 100 President, Primary Since 1989; current Director of six
55 Old Field Point Road Resources Inc. (an term ends at the other CSAM- advised
Greenwich, CT 06830 international 1999 annual meeting investment companies
trading and chemical
processing company
specializing in the
sale of agricultural
and industrial bulk
commodities
throughout Latin
American markets)
(10/96-present);
President, Atlantic
Fertilizer &
Chemical Company (an
international
trading company
specializing in the
sale of agricultural
commodities in Latin
American markets)
(10/91-10/96)
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIP ON BOARDS
CURRENT PRINCIPAL LENGTH OF SERVICE AS OF OTHER REGISTERED
SHARES OCCUPATION AND DIRECTOR AND TERM INVESTMENT COMPANIES
BENEFICIALLY PRINCIPAL EMPLOYMENT OF MEMBERSHIP AND
OWNED ON DURING THE PAST ON BOARD OF PUBLICLY HELD
NAME (AGE) AUGUST 23, 1999 FIVE YEARS THE FUND COMPANIES
- ----------------------------- ----------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Jonathan W. Lubell (69) ..... 0 Partner, Morrison Since 1989; current Director of one
750 Lexington Avenue Cohen Singer & term ends at the other CSAM- advised
New York, NY 10022 Weinstein (a law 2000 annual meeting investment company
firm) (2/89-present)
William W. Priest, Jr.*(57) . 1,000 Chairman-- Since 1997; current Director of ten
153 E. 53rd Street Management term ends at the other CSAM- advised
New York, NY 10022 Committee, Chief 2001 annual meeting investment companies
Executive Officer
and Managing
Director of CSAM
(12/90-present)
Martin M. Torino (49) ....... 0 Chairman of the Since 1989; current Director of five
Reconquista 365, 9th Fl. Board of Ingenio y term ends at the other CSAM- advised
Capital Federal 1003 Refineria San Martin 2001 annual meeting investment companies
Buenos Aires, Argentina Del Tabacal S.A.
(8/96-present);
Executive Director
of TAU S.A. (a
commodities trading
firm)
(11/90-present);
President of
DYAT S.A.
(10/93-present);
Executive Vice
President of Louis
Dreyfus Sugar, Inc.
(1984-1991)
Richard W. Watt* (40) ....... 1,320 Managing Director of Since 1997; current Director of seven
153 East 53rd Street CSAM (7/96-present); term ends at the other CSAM- advised
New York, NY 10022 Senior Vice 1999 annual meeting investment companies
President of CSAM
(8/95-7/96); Head of
Emerging Markets
Investments and
Research at Gartmore
Investment Limited
(11/92-6/95);
Director of
Kleinwort Benson
International
Investment
(5/87-10/92)
All directors and officers as 3,120
a group:...................
</TABLE>
24
<PAGE>
During the fiscal year ended December 31, 1998, each director who is not a
director, officer, partner, co-partner or employee of CSAM, or any affiliate
thereof, received an annual fee of $5,000 and $500 for each meeting of the Board
attended by him and was reimbursed for expenses incurred in connection with his
attendance at the Board meetings. The total remuneration paid by the Fund during
the fiscal year 1998 to all such unaffiliated directors was $32,500. During the
fiscal year 1998, the Board of the Fund convened seven times.
The Fund's Audit Committee is composed of directors who are not interested
persons of the Fund. Messrs. Arzac, Cattano, Lubell and Torino are members of
the Audit Committee of the Fund. The Audit Committee of the Fund convened twice
during the fiscal year 1998. The Audit Committee of the Fund advises the full
Board with respect to accounting, auditing and financial matters affecting the
Fund. The Board performs the functions of a nominating committee. In the event
of vacancy on the Board of Directors, the Board of Directors of the Fund would
consider nominees recommended by stockholders. Recommendations should be
submitted to the Board in care of the Secretary of the Fund. The Fund does not
have a compensation committee.
Each Director, except Jonathan W. Lubell, attended 75% or more of the
aggregate number of the Board and committee meetings held during the period for
which he was a Director.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires a Fund's officers and directors, officers and directors of the
investment adviser, affiliated persons of the investment adviser, and persons
who beneficially own more than ten percent of a Fund's Shares to file reports of
ownership with the SEC, the NYSE and the Fund. Based solely upon its review of
the copies of such forms received by it and written representations from such
persons, the Fund believes that for the fiscal year ended December 31, 1998, all
filings applicable to such persons were complied with.
EXECUTIVE OFFICERS
The following table shows certain information about officers of the Fund
other than Messrs. Priest and Watt who are described above. Mr. Priest is
Chairman of the Board of Directors of the Fund and was appointed to such
position in May 1997. Mr. Watt is President and Chief Investment Officer of the
Fund. He has been an officer of the Fund since February 1997. Mr. Liebes was
elected Senior Vice President of the Fund on August 12, 1997. Mr. Pignataro has
served as Chief Financial Officer for the Fund since 1991 and Secretary for the
Fund since 1989. Mr. Del Guercio was elected to his office as Vice President of
the Fund on August 12, 1997.
Each officer will hold office until a successor has been elected. All
officers of the Fund are employees of and are compensated by CSAM and will
continue to serve as officers to the Fund on those terms
25
<PAGE>
irrespective of whether Proposal 1(a) is approved or disapproved. The Fund has
no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION
OWNED ON AND PRINCIPAL EMPLOYMENT
NAME AGE AUGUST 23, 1999 POSITION WITH FUND DURING THE PAST FIVE YEARS
- --------------------------- --- --------------------- ---------------------------- --------------------------------
<S> <C> <C> <C> <C>
Hal Liebes ................ 35 0 Senior Vice President Director and General Counsel of
153 East 53rd Street CSAM (1/99-present); Senior Vice
New York, NY 10022 President and General Counsel of
CSAM (3/97-1/99); Vice President
and Legal Counsel of CSAM
(6/95-3/97); Chief Compliance
Officer, CS First Boston
Investment Management (94-95);
Staff Attorney, Division of
Enforcement, U.S. Securities and
Exchange Commission (91-94);
Associate, Morgan, Lewis &
Bockius (89-91).
Michael A. Pignataro ...... 39 0 Chief Financial Officer and Vice President of CSAM
153 East 53rd Street Secretary (12/95-present); Assistant Vice
New York, NY 10022 President and Chief
Administrative Officer for
Investment Companies of CSAM
(9/89-12/95)
Rocco A. Del Guercio ...... 36 0 Vice President Assistant Vice President of CSAM
153 East 53rd Street (1/99-present); Administrative
New York, NY 10022 Officer for CSAM-advised
investment companies
(6/96-1/99); Assistant
Treasurer, Bankers Trust
Co.-Fund Administration
(3/94-6/96); Mutual Fund
Accounting Supervisor, Dreyfus
Corporation (4/87-3/94)
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended December 31, 1998. None of the Fund's
executive officers and directors who are also officers or directors of CSAM
received any compensation from the Fund for such period.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL TOTAL NUMBER
BENEFITS ESTIMATED COMPENSATION OF BOARDS OF
ACCRUED AS ANNUAL FROM FUND AND CSAM-ADVISED
AGGREGATE PART OF BENEFITS FUND COMPLEX INVESTMENT
COMPENSATION FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
- ---------------------------------------- ------------- ----------------- ----------------- -------------- -------------------
<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac.................... $ 8,500 0 0 $ 92,500 10
James J. Cattano........................ $ 8,500 0 0 $ 60,000 7
Jonathan W. Lubell...................... $ 7,500 0 0 $ 15,000 2
Martin M. Torino........................ $ 8,000 0 0 $ 48,000 6
</TABLE>
26
<PAGE>
VOTE REQUIRED
Proposal 2 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 3: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The third proposal to be submitted at the Meeting will be the ratification
or rejection of the selection by the Board of PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the present fiscal year ending
December 31, 1999 (irrespective of whether Proposal 1(a) is approved or
disapproved). At meetings held on February 9, 1999 and July 27, 1999, the Board
of Directors of the Fund, including those directors who are not "interested
persons" of the Fund, approved the selection of PricewaterhouseCoopers LLP as
independent public accountants for the fiscal year ending December 31, 1999.
PricewaterhouseCoopers LLP has been independent public accountants for the Fund
since the commencement of operations of the Fund, and has informed the Fund that
it has no material direct or indirect financial interest in the Fund. A
representative of PricewaterhouseCoopers LLP will be available at the Meeting
and will have the opportunity to make a statement if the representative so
desires and will be available to respond to appropriate questions.
VOTE REQUIRED
Proposal 3 requires for approval the affirmative vote of a majority of the
votes cast at the Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
STOCKHOLDER PROPOSALS
The Fund is not aware of any matters that will be presented for action at
the Meeting other than the matters set forth herein. Should any other matters
requiring a vote of stockholders arise, the proxy card will confer upon the
person or persons entitled to vote the shares represented by such proxy the
discretionary authority to vote the shares as to any such other matters in
accordance with their best judgment in the interest of the Fund.
The following discussion, insofar as it relates to the 2000 annual meeting
of stockholders of the Fund, assumes that Proposal 1(a) is rejected at the
Meeting or that the Fund becomes required under the 1940 Act to hold an annual
meeting of stockholders in 2000.
27
<PAGE>
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2000 annual meetings of
stockholders, the shareholder proposal must be received by the Fund within the
timeframe prescribed by Rule 14a-8(e) under the Exchange Act. The shareholder
proposal, including any accompanying supporting statement, may not exceed 500
words. A shareholder desiring to submit a proposal must be a record or
beneficial owner of Shares with a market value of $2,000 and must have held such
shares for at least one year. Further, the shareholder must continue to hold
such shares through the date on which the meeting is held. Documentary support
regarding the foregoing must be provided along with the proposal. There are
additional requirements regarding proposals of the stockholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Exchange Act.
Pursuant to the Bylaws of the Fund, at any annual meeting of the
stockholders of the Fund commencing with the 2000 Annual Meeting, only such
business will be conducted as has been properly brought before the annual
meeting. To be properly brought before the annual meeting, the business must be
(i) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board, (ii) otherwise properly brought before the
meeting by or at the direction of the Board, or (iii) otherwise properly brought
before the meeting by a shareholder.
For business to be properly brought before the annual meeting of the Fund by
a shareholder of the Fund, such shareholder must have given timely notice
thereof in writing to the Secretary of the Fund. To be timely, any such notice
must be delivered to or mailed and received at the Fund c/o Credit Suisse Asset
Management LLC, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York,
NY 10022 not later than 60 days prior to the date of the meeting; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, any such notice by a
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice of the date of the
annual meeting was given or such public disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of Shares of the capital stock of the Fund which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the year 2000 annual meeting not included in the proxy
statement and form of proxy which are not submitted to the Fund within the
timeframe described above. Even if timely notice is received, the Company may
exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that stockholders
have executed and returned to the Company on matters not specifically reflected
on the form of the proxy.
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY OR PROXIES
AND RETURN SUCH PROXY OR PROXIES IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
28
<PAGE>
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the shares of the Fund because they
possessed or shared voting or investment power with respect to the shares of the
Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED OF SHARES
- ------------------------------------------------------------------------------------ ----------------- -----------
<S> <C> <C>
*Deep Discount Advisors, Inc........................................................ 1,754,500 32.8%
One West Pack Square
Suite 777
Asheville, NC 28801
**Fidelity Management & Research Company............................................ 383,600 7.2%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- --------------
* As stated in Amendment No. 5 to Schedule 13D filed with the SEC on August 2,
1999.
** As stated in a Schedule 13G on file with the SEC.
REPORTS TO STOCKHOLDERS
The Fund sent unaudited semi-annual and audited annual reports to its
stockholders, including a list of investments held. The Fund will furnish,
without charge, a copy of its most recent annual and semi-annual report, upon
request to the Fund at One Citicorp Center, 153 East 53rd Street, New York, New
York 10022, telephone (1-800-293-1232), or at the Fund's Website at
www.cefsource.com. These requests will be honored within three business days of
receipt.
LEGAL PROCEEDINGS
BRAUTIGAM V. PRIEST ET AL., C.A. No. 99-365 (SLR) (D. Del. filed June 10,
1999). This purported class action complaint was filed against CSAM, the Fund
and its directors. The complaint alleges that defendants breached their
fiduciary duties to the Fund, in violation of Sections 36 and 48 of the 1940 Act
and Maryland law, by, INTER ALIA, failing to put the interests of the Fund's
stockholders before those of others, failing to take steps to reduce or
eliminate the discount to net asset value at which shares of the Fund trade, and
postponing the annual meeting of the Fund. The complaint seeks a declaratory
judgment, an order directing defendants to "take serious steps" to reduce the
discount and to hold an annual meeting, compensatory and punitive damages and
attorneys' fees.
On July 28, 1999, plaintiff filed and served a motion for a preliminary
injunction requiring defendants to schedule and hold the annual meeting of the
Fund on or before October 1, 1999. Plaintiff withdrew the motion for a
preliminary injunction, filing and serving a notice of withdrawal on August 10,
1999.
On August 5, 1999, defendants filed and served a motion to dismiss
plaintiff's complaint in its entirety.
The Fund, CSAM and the director defendants believe that plaintiff's claims
are without legal merit and are prepared to defend them vigorously.
29
<PAGE>
EXHIBIT A
FORM OF
ARTICLES OF AMENDMENT AND RESTATEMENT
THE PORTUGAL FUND, INC.
-------------------
The Portugal Fund, Inc., a Maryland corporation, having its principal office
in Maryland in Baltimore City (hereinafter called the "Corporation") hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is amended and as so amended is
restated in its entirety by striking out Articles I through X and inserting in
lieu thereof the following:
"ARTICLE I.
THE UNDERSIGNED, Daniel Schloendorn, whose post office address is c/o
Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019, being at
least eighteen years of age, does hereby act as an incorporator and form a
corporation under and by virtue of the Maryland General Corporation Law.
ARTICLE II.
NAME
The name of the Corporation is THE PORTUGAL FUND, INC.
ARTICLE III.
PURPOSES AND POWERS
The Corporation is formed for the following purposes:
(1) To operate and carry on the business of an open-end management
investment company under the Investment Company Act of 1940, as amended, and
generally to exercise and enjoy all of the powers, rights and privileges granted
to, or conferred upon, corporations by the Maryland General Corporation Law as
now or hereinafter in force.
(2) To hold, invest and reinvest its assets in securities and other
investments or to hold part or all of its assets in cash.
(3) To issue and sell shares of its capital stock in such amounts and on
such terms and conditions and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.
(4) To do any and all additional acts and to exercise any and all additional
powers or rights as may be necessary, incidental, appropriate or desirable for
the accomplishment of all or any of the foregoing purposes.
A-1
<PAGE>
The Corporation shall be authorized to exercise and enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the
Maryland General Corporation Law now or hereafter in force, and the enumeration
of the foregoing shall not be deemed to exclude any powers, rights or privileges
so granted or conferred.
ARTICLE IV.
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Company Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is The Corporation Trust Company
Incorporated. The post office address of the resident agent is 300 East Lombard,
Baltimore, Maryland 21202.
ARTICLE V.
CAPITAL STOCK
(1) The total number of shares of capital stock that the Corporation shall
have authority to issue is five hundred million (500,000,000) shares of common
stock, of the par value of one tenth of one cent ($.001) per share and of the
aggregate par value of five hundred thousand dollars ($500,000). Until such time
as the Board of Directors shall provide otherwise in accordance with paragraph
(13) of this ARTICLE, four hundred million (400,000,000) of such shares are
classified as Common Class shares and one hundred million (100,000,000) of such
shares are classified as Class M Common Stock. Each share (including for this
purpose a fraction of a share) of Common Stock issued and outstanding
immediately prior to these Articles of Amendment and Restatement becoming
effective, shall, at such effective time, be reclassified automatically, and
without any action or choice on the part of the holder, into a share (or the
same fraction of a share) of Class M Common Stock.
(2) As more fully set forth hereafter, the assets and liabilities and the
income and expenses attributable to each class of the Corporation's stock shall
be determined separately from those of each other class of the Corporation's
stock and, accordingly, the net asset value, the dividends and distributions
payable to stockholders, and the amounts distributable in the event of
liquidation or dissolution of the Corporation to stockholders of the
Corporation's stock may vary from class to class.
(3) The assets of the Corporation attributable to the Common Class shares
and the Class M Common Stock shall be invested in the same investment portfolio
of the Corporation.
(4) The allocations of investment income and losses and capital gains and
losses and expenses and liabilities of the Corporation among each of the classes
of common stock of the Corporation shall be determined by the Board of Directors
in a manner that is consistent with the Investment Company Act of 1940, as
amended. The determination of the Board of Directors shall be conclusive as to
the allocation of investment income and losses, capital gains and losses,
expenses and liabilities (including accrued expenses and reserves) and assets to
a particular class or classes.
(5) Shares of each class of stock shall be entitled to such dividends or
distributions, in stock or in cash or both, as may be declared from time to time
by the Board of Directors with respect to such class.
A-2
<PAGE>
Specifically, and without limiting the generality of the foregoing, the
dividends and distributions of investment income and capital gains with respect
to each class of stock may vary with respect to each such class to reflect
differing allocations of the expenses of the Corporation among the holders of
the classes and any resultant differences among the net asset values per share
of the classes, to such extent and for such purposes as the Board of Directors
may deem appropriate. The Board of Directors may provide that dividends and
distributions on the Class M Common Stock may be paid or reinvested in shares of
Common Class shares. The Board of Directors may provide that dividends and
distributions shall be payable only with respect to those shares of stock that
have been held of record continuously by the stockholder for a specified period,
not to exceed 72 hours, prior to the record date of the dividend or
distribution.
(6) On each matter submitted to a vote of the stockholders, each holder of a
share of stock shall be entitled to one vote for each such share standing in
such holder's name upon the books of the Corporation regardless of the class
thereof, and all shares of all classes shall vote together as a single class;
provided, however, that (i) when the Maryland General Corporation Law or the
Investment Company Act of 1940, as amended, requires that a class vote
separately with respect to a given matter, the separate voting requirements of
the applicable law shall govern with respect to the affected class or classes:
(ii) in the event that the separate vote requirement referred to in (i) above
applies with respect to one or more classes, then, subject to (iii) below, the
shares of all other classes shall vote as one single class; and (iii) as to any
matter, which, in the judgment of the Board of Directors (which shall be
conclusive and binding for all purposes), does not affect the interests of a
particular class, such class shall not be entitled to any vote and only the
holders of shares of the affected class or classes shall be entitled to vote.
(7) In the event of the liquidation or dissolution of the Corporation,
stockholders of each class of the Corporation's stock shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to stockholders, but other than general assets not attributable to
any particular class of stock, the assets attributable to the class less the
liabilities allocated to that class; and the assets so distributable to the
stockholders shall be distributed among the stockholders in proportion to the
number of shares of the class held by them and recorded on the books of the
Corporation. In the event that there are any general assets not attributable to
any particular class of stock, and such assets are available for distribution,
the distribution shall be made to the holders of all classes in proportion to
the net asset value of the respective classes or as otherwise determined by the
Board of Directors.
(8) To the extent permitted by law, each holder of shares of the
Corporation's stock shall be entitled to require the Corporation to redeem all
or any part of the shares of stock of the Corporation standing in the name of
the holder on the books of the Corporation, and all shares of stock issued by
the Corporation shall be subject to redemption by the Corporation, at the
redemption price of the shares as in effect from time to time as may be
determined by or pursuant to the direction of the Board of Directors of the
Corporation in accordance with the Charter, less the amount of any applicable
redemption charge, deferred sales charge, transaction charge, or other amount
imposed by the Board of Directors (to the extent consistent with applicable
law), subject to the right of the Board of Directors of the Corporation to
suspend the right of redemption or postpone the date of payment of the
redemption price in accordance with provisions of applicable law. The proceeds
of the redemption of a share (including a fractional share) of the common stock
of the Corporation shall be reduced by the amount of any redemption charge,
deferred sales charge, transaction charge, or other amount payable on such
redemption pursuant to the terms of issuance of such shares or otherwise imposed
by the Board of Directors. Without limiting the generality of the foregoing, the
Corporation shall, to the extent permitted by applicable law, have the right at
any time, at the Corporation's option, to redeem, in whole or in part, the
shares owned by any holder of
A-3
<PAGE>
stock of the Corporation (i) if the redemption is, in the opinion of the Board
of Directors of the Corporation, desirable in order to prevent the Corporation
from being deemed a "personal holding company" within the meaning of the
Internal Revenue Code of 1986, as amended, or (ii) if the value of the shares in
the account maintained by the Corporation or its transfer agent for any of the
common stock for the stockholder is below an amount determined from time to time
by the Board of Directors of the Corporation (the "Minimum Account Balance") and
(a) the stockholder has been given notice of the redemption and has failed to
make additional purchases of shares in an amount sufficient to bring the value
in his account to at least the Minimum Account Balance before the redemption is
effected by the Corporation or (b) the redemption is with respect to fees to be
paid by the stockholder to the Corporation for failing to maintain the Minimum
Account Balance or (iii) the Board of Directors has otherwise determined that it
is in the best interests of the Corporation to redeem the shares.
Notwithstanding any other provision of this Article V(8), if certificates
representing the redeemed shares have been issued, the redemption price need not
be paid by the Corporation until such certificates are presented in proper form
for transfer to the Corporation or the agent of the Corporation appointed for
such purpose; however, the redemption shall be effective in accordance with the
action of the Board of Directors, regardless of whether or not such presentation
has been made. Payment of the redemption price shall be made in cash by the
Corporation at the time and in the manner as may be determined from time to time
by the Board of Directors of the Corporation unless, in the opinion of the Board
of Directors, which shall be conclusive, conditions exist that otherwise make
payment wholly in cash unwise or undesirable or payment in-kind appropriate; in
such event the Corporation may make payment wholly or partly by securities or
other property included in the assets allocable to the common stock for which
redemption is being sought, the value of which shall be determined as provided
herein.
(9) At such times as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of the Corporation)
in accordance with the Investment Company Act of 1940, as amended, applicable
rules and regulations thereunder and under applicable rules and regulations of
the National Association of Securities Dealers, Inc. and from time to time
reflected in the registration statement of the Corporation (the "Corporation's
Registration Statement"), shares of a particular class of stock of the
Corporation may be automatically converted into shares of another class of stock
of the Corporation based on the relative net asset value of such classes at the
time of conversion, subject, however, to any conditions on conversion that may
be imposed by the Board of Directors (or with the authorization of the Board of
Directors, by the officers of the Corporation) and reflected in the
Corporation's Registration Statement. The terms and conditions of such
conversion may vary within and among the classes to the extent determined by the
Board of Directors (or with the authorization of the Board of Directors, by the
officers of the Corporation) and set forth in the Corporation's Registration
Statement. Without limiting the generality of the foregoing, each share (or
fraction of a share) of Class M Common Stock that is issued and outstanding as
of the one year anniversary date of the date on which these Articles of
Amendment and Restatement become effective shall be converted automatically,
without any action or choice on the part of the holder, into one Common Class
share (or such fractional share) of the Corporation based on relative net asset
values at the time of conversion, and outstanding certificates previously
representing the issued and outstanding shares of Class M Common Stock shall
thereafter represent Common Class shares in the resulting number of whole
shares.
(10) The Corporation may issue fractional shares. Any fractional share shall
carry proportionately the rights of a whole share including, without limitation,
the right to vote and the right to receive dividends. A fractional share shall
not, however, have the right to receive a certificate evidencing it.
A-4
<PAGE>
(11) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of the Charter and the Bylaws of the Corporation,
as from time to time amended.
(12) No holder of stock of the Corporation by virtue of being such a holder
shall have any right to purchase or subscribe for any shares of the
Corporation's capital stock or any other security that the Corporation may issue
or sell other than a right that the Board of Directors in its discretion may
determine to grant.
(13) The Board of Directors shall have authority by resolution to classify
and reclassify any unissued shares of capital stock, whether now or hereafter
authorized, from time to time by setting or changing in any one or more respects
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
of the capital stock.
(14) Notwithstanding any provision of law requiring any action to be taken or
authorized by the affirmative vote of the holders of a greater proportion of the
votes of all classes or of any class of stock of the Corporation, such action
shall be effective and valid if taken or authorized by the affirmative vote of a
majority of the total number of votes entitled to be cast thereon, except as
otherwise provided in the Charter.
ARTICLE VI.
BOARD OF DIRECTORS
The number of directors constituting the Board of Directors shall be as
specified in the Bylaws or determined by the Board of Directors pursuant to the
Bylaws, except that the number of Directors shall in no event be fewer than the
minimum allowed under Maryland law.
ARTICLE VII.
POWERS OF CORPORATION AND BOARD OF DIRECTORS AND STOCKHOLDERS
(1) In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Maryland, the Board of Directors is expressly authorized:
(i) To make, alter or repeal the Bylaws of the Corporation, except as
otherwise required by the Investment Company Act of 1940, as amended;
(ii) From time to time to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of the Corporation, or any of them other than the stock ledger, shall
be open to the inspection of the stockholders. No stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Board of Directors;
(iii) Without the assent or vote of the stockholders, to authorize the
issuance from time to time of shares of the stock of any class of the
Corporation, whether now or hereafter authorized, and securities convertible
into shares of stock of the Corporation of any class or classes, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable;
A-5
<PAGE>
(iv) Without the assent or vote of the stockholders, to authorize and issue
obligations of the Corporation, secured and unsecured, as the Board of Directors
may determine, and to authorize and cause to be executed mortgages and liens
upon the real or personal property of the Corporation;
(v) To determine in accordance with generally accepted accounting principles
and practices what constitutes net profits, earnings, surplus or net assets in
excess of capital, and to determine what accounting periods shall be used by the
Corporation for any purpose; to set apart out of any funds of the Corporation
reserves for such purposes as it shall determine and to abolish the same; to
declare and pay any dividends and distributions in cash, securities or other
property from surplus or any other funds legally available therefor, at such
intervals as it shall determine; to declare dividends or distributions by means
of a formula or other method of determination, at meetings held less frequently
than the frequency of the effectiveness of such declarations; and to establish
payment dates for dividends or any other distributions on any basis, including
dates occurring less frequently than the effectiveness of declarations thereof;
and
(vi) In addition to the powers and authorities granted herein and by statute
expressly conferred upon it, the Board of Directors is authorized to exercise
all powers and do all acts that may be exercised or done by the Corporation
pursuant to the provisions of the laws of the State of Maryland, the Charter and
the Bylaws of the Corporation.
(2) The presence in person or by proxy of the holders of shares entitled to
cast one-third of the votes entitled to be cast (without regard to class) shall
constitute a quorum at any meeting of the stockholders, except with respect to
any matter which, under applicable statutes or regulatory requirements, requires
approval by a separate vote of one or more classes of stock, in which case the
presence in person or by proxy of the holders of shares entitled to cast
one-third of the votes entitled to be cast by each class entitled to vote as a
class on the matter shall constitute a quorum.
(3) Any determination made in good faith by or pursuant to the direction of
the Board of Directors, with respect to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or charges (whether or not any obligation or liability for
which the reserves or charges have been created to be paid or discharged), as to
the value of any security owned by the Corporation or as to the determination of
the net asset value of shares of any class of the Corporation's capital stock,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of the Charter of the Corporation shall be
effective to (i) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission under those Acts or (ii) protect or purport to protect any
director or officer of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of this office.
A-6
<PAGE>
ARTICLE VIII.
AUTOMATIC RECLASSIFICATION
Each share (including for this purpose a fraction of a share) of Common
Stock issued and outstanding immediately prior to these Articles of Amendment
and Restatement becoming effective, shall, at such effective time, be
reclassified automatically, and without any action or choice on the part of the
holder, into a share (or the same fraction of a share) of Class M Common Stock.
Outstanding certificates representing issued and outstanding shares of Common
Stock immediately prior to these Articles of Amendment and Restatement becoming
effective, shall upon these Articles of Amendment and Restatement becoming
effective be deemed to represent the same number of shares of Class M Common
Stock. Certificates representing shares of Class M Common Stock resulting from
the aforesaid reclassification need not be issued until certificates
representing the shares of the Common Stock so reclassified, if issued, have
been received by the Corporation or its agent duly endorsed for the transfer
with the request that a new certificate be provided.
ARTICLE IX.
LIMITATIONS ON LIABILITY; INDEMNIFICATION
(1) To the fullest extent that limitations on the liability of directors and
officers are permitted by the Maryland General Corporation Law, no director or
officer of the Corporation shall have any liability to the Corporation or its
stockholders for damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of the
Corporation whether or not such person is a director or officer at the time of
any proceeding in which liability is asserted.
(2) Any person who was or is a party or is threatened to be made a party in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is a current or former director or officer of the Corporation, or is or
was serving while a director or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee, employee, agent, or
fiduciary of another corporation, partnership, joint venture, trust, enterprise
or employee benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and reasonable expenses
(including attorney's fees) actually incurred by such person in connection with
such action, suit or proceeding to the fullest extent permissible under the
Maryland General Corporations Law, the Securities Exchange Act of 1933 and the
Investment Company Act of 1940, as such statutes are now or hereinafter in
force. In addition, the Corporation shall also advance expenses to its currently
acting and its former directors and officers to the fullest extent that
indemnification of directors is permitted by the Maryland General Corporations
Law. The Board of Directors may by Bylaw, resolution or agreement make further
provision for indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article shall be effective to protect or purport to
protect any director or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporations Law in this Article are
to that law as from time to time amended. No amendment to the charter of the
Corporation shall affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
A-7
<PAGE>
ARTICLE X.
AMENDMENTS
The Corporation reserves the right from time to time to make any amendment
to its Charter, now or hereafter authorized by law, including any amendment that
alters the contract rights, as expressly set forth in its Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are granted
subject to this reservation."
SECOND: The Corporation desires to amend and restate its Charter as
currently in effect. The provisions set forth in these Articles of Amendment and
Restatement are all of the provisions of the Charter currently in effect as
herein amended. The current address of the principal office of the Corporation,
and the name and address of the Corporation's current resident agent are as set
forth herein. The number of directors is currently six and their names are
Enrique R. Arzac, James J. Cattano, Jonathan W. Lubell, William W. Priest, Jr.,
Martin M. Torino and Richard W. Watt.
THIRD: The total number of shares of capital stock that the Corporation had
authority to issue immediately prior to these Articles of Amendment and
Restatement becoming effective was one hundred million (100,000,000) shares of
the par value of one tenth of one cent and of the aggregate par value of one
hundred thousand dollars ($100,000), all of which shares were designated Common
Stock. The total number of shares of capital stock that the Corporation has the
authority to issue upon these Articles of Amendment and Restatement becoming
effective is five hundred million (500,000,000) shares, all of the par value of
one tenth of one cent ($.001 per share), and of the aggregate par value of five
hundred thousand dollars ($500,000). Four hundred million of such shares
(400,000,000) are designated Common Class shares and one hundred million
(100,000,000) of such shares are designated Class M Common Stock. The Common
Class shares and Class M Common Stock shall have the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as set forth in the
Charter of the Corporation as herein amended and restated.
FOURTH: These Articles of Amendment and Restatement shall become effective
on , 1999 at [a.m./p.m.] Eastern Time.
IN WITNESS WHEREOF, The Portugal Fund, Inc. has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President, , and witnessed by its Secretary, , as of
, 1999.
The President acknowledges these Articles of Amendment and Restatement to be
the corporate act of the Corporation and states that to the best of his
knowledge, information and belief, the matters and facts set forth in these
Articles with respect to the authorization and approval of this amendment and
restatement of the Corporation's Charter are true in all material respects and
that this statement is made under penalties of perjury.
By:
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President
Witness:
- ---------------------------------
Secretary
A-8
<PAGE>
THE PORTUGAL FUND, INC.
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3912-PS-99
<PAGE>
PROXY
THE PORTUGAL FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
P The undersigned hereby appoints Hal Liebes and Michael A. Pignataro
as Proxies, each with the power to appoint his substitute, and hereby
R authorizes them to represent and to vote, as designated on the reverse
side and in accordance with their judgment on such other matters
O as may properly come before the meeting or any adjournments thereof,
all shares of The Portugal Fund, Inc. (the "Fund") that the undersigned
X is entitled to vote at the annual meeting of shareholders to be held
on October 15, 1999, and at any adjournments thereof.
Y
------------- -------------
/SEE REVERSE/ CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE / / SIDE /
------------- -------------
<PAGE>
-----
/ / Please mark
/ X / votes as in
/ / this example.
-----
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" Proposals 1(a), 1(b), "FOR" the nominees in Proposals 2(a),
2(b), and "FOR" Proposal 3.
The Board of Directors recommends a vote "FOR" Proposals 1(a), 1(b), "FOR" the
nominees in Proposals 2(a), 2(b), and "FOR" Proposal 3.
1(a) To change the Fund's FOR AGAINST ABSTAIN
subclassification from a ------- ------- -------
closed-end investment / / / / / /
company to an open-end / / / / / /
investment company; and to ------- ------- -------
amend and restate the
Fund's Articles of
Incorporation to provide
for such conversion.
1(b) To change the Fund's FOR AGAINST ABSTAIN
fundamental investment ------- ------- -------
policy relating to / / / / / /
borrowing to reflect its / / / / / /
proposed new ------- ------- -------
subclassification as an
open-end investment
company.
2(a) To elect the following FOR WITHHELD
nominees to serve as ----- -----
Directors of the Fund in / / / /
the event that Proposal / / / /
1(a) is not approved: ----- -----
FOR ALL EXCEPT
James J. Cattano (three- ------
year term); Richard W. / /
Watt (three-year term) / /
---------------------------------------
For nominees except as noted above
2(b) To elect the following FOR WITHHELD
nominees to serve as ----- -----
Directors of the Fund if / / / /
Proposal 1(a) is approved: / / / /
----- -----
FOR ALL EXCEPT
Enrique R. Arzac ------
James J. Cattano / /
Jonathan W. Lubell / /
William W. Priest, Jr. ---------------------------------------
Martin M. Torino For nominees except as noted above
Richard W. Watt
3. To ratify the selection FOR AGAINST ABSTAIN
of PricewaterhouseCoopers ------- ------- -------
LLP as independent public / / / / / /
accountants of the fund / / / / / /
for the fiscal year ending ------- ------- -------
December 31, 1999.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by the president or other authorized officer. If a
partnership, please sign in partnership name by
an authorized person.
Signature:_______________ Date:______ Signature:_______________ Date:______
