<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 INDONESIA FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 11, 1999
-----------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") will be
held at the offices of Credit Suisse Asset Management, One Citicorp Center, 153
East 53rd Street, 57th Floor, New York, New York 10022, on Tuesday, May 11,
1999, commencing at the following times:
<TABLE>
<S> <C>
The Indonesia Fund, Inc. ("IF").................................. 10:00 a.m.
The Chile Fund, Inc. ("CH")...................................... 10:30 a.m.
The Latin America Equity Fund, Inc. ("LAQ")...................... 11:00 a.m.
The Latin America Investment Fund, Inc. ("LAM").................. 11:30 p.m.
The Portugal Fund, Inc. ("PGF").................................. 12:00 p.m.
</TABLE>
The meetings are being held to consider and vote on the following matters
for each Fund (other than Proposals 3 and 4, which are to be voted on only at
the meetings of shareholders of LAQ and LAM, respectively) as described in the
accompanying joint proxy statement (the "Joint Proxy Statement") and such other
matters as may properly come before the meetings or any adjournments thereof:
<TABLE>
<CAPTION>
PROPOSALS
----------------------------------------------------------------------
<C> <S>
1. Election of Directors.
2. Ratification of PricewaterhouseCoopers LLP as independent public
accountants.
3. Approval or disapproval of a shareholder proposal providing that the
advisory contract between LAQ and Credit Suisse Asset Management
(formerly BEA Associates) be terminated, which proposal the Board of
Directors opposes, as discussed herein.
4. Approval or disapproval of a shareholder proposal providing that the
advisory contract between LAM and Credit Suisse Asset Management
(formerly BEA Associates) be terminated, which proposal the Board of
Directors opposes, as discussed herein.
</TABLE>
The close of business on March 15, 1999 has been fixed as the record date
for the determination of the shareholders of IF and the close of business of
February 22, 1999 has been fixed as the record date for the determination of the
shareholders of the remaining Funds entitled to notice of, and to vote at, the
meetings.
This notice and related proxy material are first being mailed on or about
April 8, 1999.
By order of each Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY OF EACH FUND
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: April 8, 1999
New York, New York
<PAGE>
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10019
-------------------
JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 11, 1999
-----------------
This Joint Proxy Statement is furnished in connection with a solicitation of
proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders to be held
at the offices of Credit Suisse Asset Management, One Citicorp Center, 153 East
53rd Street, 57th Floor, New York, New York 10022, on Tuesday, May 11, 1999 and
at any adjournments thereof (each a "Meeting" and collectively, the "Meetings").
A Notice of Annual Meetings of Shareholders and a proxy card or cards (the
"Proxy") accompany this Joint Proxy Statement. Proxy solicitations will be made
primarily by mail, but solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Funds, Credit
Suisse Asset Management (formerly BEA Associates) ("CSAM"), the investment
adviser to the Funds, Bear Stearns Funds Management Inc., U.S. administrator to
the Funds (the "U.S. Administrator"), or Georgeson & Company, Inc.
("Georgeson"), a proxy solicitation firm that has been retained by each of the
Funds and which will receive a fee ranging between approximately $5,000 and
$10,000 per Fund depending on the complexity of each solicitation and the number
of stockholders to be solicited, and will be reimbursed for its reasonable
expenses. All costs of solicitation, including (a) printing and mailing of this
Joint Proxy Statement and accompanying material, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Funds' shares, (c) payment of Georgeson
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Funds. This Joint Proxy Statement is
expected to be mailed to shareholders on or about April 8, 1999.
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. Salomon Brothers Asset Management Inc ("SBAM"), located at 7 World
Trade Center, New York, New York 10048, serves as investment adviser to The
Latin America Investment Fund, Inc. ("LAM") with respect to investments in
external debt obligations of Latin American governments or governmental
entities. Celfin Servicios Financieros Limitada ("Celfin"), located at Apoquindo
3721, Piso 19, Santiago, Chile, serves as Chilean investment sub-adviser and
Chilean sub-administrator to The Chile Fund, Inc. ("CH"), The Latin America
Equity Fund, Inc. ("LAQ") and LAM.
1
<PAGE>
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 1998 have previously been furnished to the
shareholders of the respective Funds. The reports are not to be regarded as
proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meetings, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
the ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountants for the fiscal year ending December 31, 1999, and regarding
LAQ and LAM Proxies only, AGAINST the shareholder proposals (Proposals 3 and 4)
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 a Meeting to vote his shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time by
written notice received by a Fund prior to the time it is voted.
In the event that a quorum is present at a Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of 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 Funds. A shareholder vote may be taken on one or more of the proposals in
the Joint Proxy Statement prior to any adjournment if sufficient votes have been
received and it is otherwise appropriate. A quorum of shareholders is
constituted by the presence in person or by proxy of the holders of a majority
of the outstanding shares of a Fund entitled to vote at a Meeting. For purposes
of determining the presence of a quorum for transacting business at a Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy, Proposal 2 requires for approval
the affirmative vote of a majority of the votes cast at a Meeting in person or
by proxy and Proposals 3 and 4 require for approval the affirmative vote of a
"majority of the outstanding voting securities" (as defined below) of LAQ and
LAM, respectively. 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 Joint Proxy Statement, means the lesser of (a) 67% of the shares
present at the LAQ and LAM Meetings if the holders of more than 50% of the
outstanding shares are present in person or by proxy or (b) more than 50% of the
outstanding shares. Because abstentions and broker non-votes are not treated as
shares voted, any abstentions and broker non-votes would have no impact on
Proposals 1 and 2 but would have the same effect as a vote AGAINST Proposals 3
and 4.
Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date (February 22, 1999 for CH, LAQ, LAM and
The Portugal Fund, Inc. ("PGF") and March 15, 1999 for The Indonesia Fund, Inc.
("IF")), the following number of Shares of each Fund were issued and
outstanding:
<TABLE>
<S> <C> <C>
CH....................................... 14,327,901 Shares
IF....................................... 4,608,989 Shares
LAQ...................................... 8,155,228 Shares
LAM...................................... 7,566,339 Shares
PGF...................................... 5,331,716 Shares
</TABLE>
2
<PAGE>
This Joint Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own Shares of
more than one Fund, to avoid burdening shareholders with more than one proxy
statement. Shares of a Fund are entitled to one vote each at such Fund's Meeting
and fractional Shares are entitled to proportionate shares of one vote. To the
extent information relating to common ownership is available to the Funds, a
shareholder that owns of record Shares in two or more of the Funds will receive
a package containing a Joint Proxy Statement and Proxies for the Funds in which
such shareholder is a record owner. If the information relating to common
ownership is not available to the Funds, a shareholder that beneficially owns
Shares in two or more Funds may receive two or more packages each containing a
Joint Proxy Statement and a Proxy for each Fund in which such shareholder is a
beneficial owner. Thus, if a proposal is approved by shareholders of one Fund
and disapproved by shareholders of other Funds, the proposal will be implemented
for the Fund that approved the proposal and will not be implemented for any Fund
that did not approve the proposal. Therefore, it is essential that shareholders
complete, date, sign and return EACH enclosed Proxy.
In order that your Shares may be represented, you are requested to:
-- indicate your instructions on the Proxy or Proxies;
-- date and sign the Proxy or Proxies;
-- mail the Proxy or Proxies promptly in the enclosed envelope;
-- allow sufficient time for the Proxy or Proxies to be received before the
commencement of the applicable Meetings on May 11, 1999.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meetings will be the election of
directors of the Funds. Each nominee is a current director whose term expires on
the date of the Meetings and, if elected, will serve until the 2002 Annual
Meetings of the Funds and hold office for a term of three years and until his
successor is elected and qualified. Each Board is divided into three classes,
each class having a term of no more than three years. Each year the term of
office of one class expires and the successor or successors elected to such
class will serve for a three-year term.
The following identifies the nominees for election to the Boards of the
Funds. Information with respect to such nominees is set forth further below.
<TABLE>
<S> <C> <C> <C>
CH: James J. Cattano LAM: James J. Cattano
Richard W. Watt Riordan Roett
IF: Peter J. Kaplan PGF: James J. Cattano
Richard W. Watt
LAQ: Peter A. Gordon
William W. Priest, Jr.
Martin M. Torino
</TABLE>
3
<PAGE>
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Joint Proxy Statement. Each nominee or
director who is deemed an "interested person" of a Fund, as defined in the 1940
Act, is indicated by an asterisk in the following table. Messrs. Priest and Watt
are interested persons of the Funds by virtue of their positions as directors
and/or officers of CSAM.
The following table sets forth certain information regarding the nominees
for election to the Boards of the Funds, the directors of the Funds and the
officers and directors of the Funds as a group. Each of the nominees, the
directors and the officers of the Funds has sole voting and investment power
with respect to the Shares shown. Each nominee, each director and the officers
and directors of each Fund as a group owns less than one percent of the
outstanding Shares of such Fund.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY LENGTH OF SERVICE AS
OWNED ON CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
FEBRUARY OCCUPATION MEMBERSHIP OF OTHER REGISTERED
22, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1999 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ ----------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (57) ........ CH: 700 Professor of Finance and CH: since 1996; current Director of six other
Columbia University LAQ: 700 Economics, Graduate School term ends at the 2000 CSAM-advised investment
Graduate School of LAM: 700 of Business, Columbia annual meeting companies; Director of The
Business PGF: 700 University (1971-present). LAQ: since 1996; current Adams Express Company;
New York, NY 10027 term ends at the 2001 Director of Petroleum and
annual meeting Resources Corporation.
LAM: since 1996; current
term ends at the 2000
annual meeting
PGF: since 1996; current
term ends at the 2000
annual meeting
James J. Cattano (55) ........ CH: 277 President, Primary Re- CH: since 1989; Director of three other
78 Manor Road LAQ: 533 sources Inc. (an interna- current term ends at the CSAM-advised investment
Ridgefield, CT 06877 LAM: 100 tional trading chemical 1999 annual meeting companies.
PGF: 100 processing company spe- LAQ: since 1991;
cializing in the sale of current term ends at the
agricultural and 2001 annual meeting
industrial bulk LAM: since 1990;
commodities throughout current term ends at the
Latin American markets) 1999 annual meeting PGF:
(10/96-present); since 1989; current term
President, Atlantic ends at the 1999 annual
Fertilizer & Chemical meeting
Company (an international
trading company spe-
cializing in the sale of
agricultural commodities
in Latin American mar-
kets)(10/91-10/96).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY LENGTH OF SERVICE AS
OWNED ON CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
FEBRUARY OCCUPATION MEMBERSHIP OF OTHER REGISTERED
22, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1999 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ ----------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Jorge E. Desormeaux (48) ..... CH: 0 External Advisor to Banco CH: since 1997; --
c/o Hernando DeAquirre Santiago (1997-present); current term ends at the
162 Office 1202 Member of Advisory 2001 annual meeting
Santiago, Chile Committee to Minister of
Finance on Tax Reform
(1996-present); External
Advisor to Banco O'Higgins
(1992-1996).
Richard H. Francis (66) ...... IF+: 1,000 Currently retired; Execu- IF: since 1990; Director of Infinity Funds
40 Grosvenor Road tive Vice President and current term ends at the
Short Hills, NJ 07078 Chief Financial Officer of 2001 annual meeting
Pan Am Corporation and Pan
American World Airways,
Inc. (1988-1991).
Peter A. Gordon (56) ......... LAQ: 0 Retired (1/96-present); LAQ: since 1994; Director of four other
284 Coopers Neck Lane LAM: 0 General Partner of Ethos current term ends at the CSAM-advised investment
P.O. Box 1327 Capital Management 1999 annual meeting companies; Director of TCS
Southampton, NY 11968 (6/92-12/95); Managing LAM: since 1994; Fund, Inc.; Director of
Director at Salomon current term ends at the the Mills Corporation.
Brothers Inc (1981-6/92). 2001 annual meeting
Peter J. Kaplan (56) ......... IF+: 1,000 President of National Me- IF: since 1990; --
1790 Broadway dia Group, Inc. (sports current term ends at the
New York, NY 10019 marketing and management 1999 annual meeting
company)(1981-present).
George W. Landau (79) ........ CH: 568 Senior Advisor, Latin CH: since 1989; Director of four other
Two Grove Isle Drive LAQ: 2,333 American Group, The Co- current term ends at the CSAM-advised investment
Coconut Grove, FL 33133 LAM: 444 ca-Cola Company 2001 annual meeting companies;
(1988-present); President LAQ: since 1991; Director of Emigrant
of the Americas Society current term ends at the Savings Bank; Director of
and Council of the 2000 annual meeting GAM Funds, Inc.
Americas (7/85-10/93); LAM: since 1990;
United States Ambassador current term ends at the
to Venezuela (1982-1985); 2000 annual meeting
United States Ambassador
to Chile (1977-1982) and
United States Ambassador
to Paraguay (1972-1977).
</TABLE>
- ----------------
+ For IF, Shares shown are as of March 15, 1999.
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY LENGTH OF SERVICE AS
OWNED ON CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
FEBRUARY OCCUPATION MEMBERSHIP OF OTHER REGISTERED
22, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1999 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ ----------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Jonathan W. Lubell (69) ...... PGF: 0 Partner, Morrison Cohen PGF: since 1989; Director of one other
750 Lexington Avenue Singer & Weinstein (a law current term ends at the CSAM-advised investment
New York, NY 10022 firm) (2/89-present). 2000 annual meeting company.
C. Oscar Morong, Jr. (63) .... IF+: 0 Managing Director, Morong IF: since 1990; Chairman of the Board of
c/o College Retirement Capital Management current term ends at the the Citi Funds and Citi
Equities Fund (1/93-present); Senior 2000 annual meeting Select Funds and Director
1385 Outlook Drive West Vice of MAS Funds.
Mountainside, NJ 07092 President--Investments of
TIAA-CREF (retired 1/93).
William W. Priest, Jr.* CH: 1,000 Chairman--Management CH: since 1997; Director of six other
(57) ....................... IF+: 0 Committee, Chief Execu- current term ends at the CSAM-advised investment
153 East 53rd Street LAQ: 1,000 tive Officer and Managing 2001 annual meeting companies.
New York, NY 10022 LAM: 1,000 Director of CSAM IF: since 1990;
PGF: 1,000 (12/90-present). current term ends at the
2000 annual meeting
LAQ: since 1997; current
term ends at the 1999
annual meeting
LAM: since 1997; current
term ends at the 2001
annual meeting
PGF: since 1997; current
term ends at the 2001
annual meeting
Riordan Roett (60) ........... LAM: 0 Sarita and Don Johnston LAM: since 1999; Director of ten SBAM-
The Johns Hopkins University Professor of Political current term ends at the advised investment
1740 Massachusetts Avenue Science, The Johns Hopkins 1999 annual meeting companies.
Washington, D.C. 20036 University (1973-present).
Martin M. Torino (49) ........ LAQ: 0 Chairman of the Board of LAQ: since 1991; Director of three other
Reconquista 365, 9th Fl. LAM: 0 Ingenio y Refineria San current term ends at the CSAM-advised investment
Capital Federal 1003 PGF: 0 Martin Del Tabacal S.A. 1999 annual meeting companies.
Buenos Aires, Argentina (8/96-present); Executive LAM: since 1990;
Director of TAU S.A. (a current term ends at the
commodities trading firm) 2001 annual meeting
(11/90-present); President PGF: since 1989;
of DYAT S.A. current term ends at the
(10/93-present); Executive 2001 annual meeting
Vice President of Louis
Dreyfus Sugar, Inc.
(1984-1991).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY LENGTH OF SERVICE AS
OWNED ON CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
FEBRUARY OCCUPATION MEMBERSHIP OF OTHER REGISTERED
22, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1999 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ ----------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Richard W. Watt* (40) ........ CH: 700 Managing Director of CSAM CH: since 1997; Director of four other
153 East 53rd Street LAQ: 1,790 (7/96-present); Senior current term ends at the CSAM-advised investment
New York, NY 10022 LAM: 1,640 Vice President of CSAM 1999 annual meeting companies.
PGF: 1,320 (8/95-7/96); Head of LAQ: since 1995;
Emerging Markets current term ends at the
Investments and Research 2000 annual meeting
at Gartmore Investment LAM: since 1997;
Limited (11/92-6/95); current term ends at the
Director of Kleinwort 2000 annual meeting
Benson International PGF: since 1997;
Investment (5/87-10/92). current term ends at the
1999 annual meeting
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
All directors and officers
as a group
CH (10):................ 3,245
IF (8):................. 2,000
LAQ (11):............... 6,356
LAM (12):............... 3,793
PGF (9):................ 3,120
</TABLE>
During the fiscal year ended December 31, 1998, each director who is not a
director, officer, partner, co-partner or employee of CSAM, SBAM, or any
affiliate thereof, received an annual fee of $5,000 and $500 for each meeting of
the Board attended by him and was reimbursed for expenses incurred in connection
with his attendance at the Board meetings. The total remuneration paid by CH,
IF, LAQ, LAM and PGF during the fiscal year 1998 to all such unaffiliated
directors was $32,000, $27,000, $42,000, $42,000 and $32,500, respectively.
During the fiscal year 1998, the Board of CH, LAQ, LAM and PGF convened seven
times and the Board of IF convened eight times.
The Funds' Audit Committees are composed of directors who are not interested
persons of the Funds. Messrs. Arzac, Cattano, Desormeaux and Landau are the
members of the Audit Committee of CH; Messrs. Francis, Kaplan and Morong are the
members of the Audit Committee of IF; Messrs. Arzac, Cattano, Gordon, Landau,
Roett and Torino are the members of the Audit Committee of LAQ and LAM and
Messrs. Arzac, Cattano, Lubell and Torino are the members of the Audit Committee
of PGF. The Audit Committee of each of CH, IF, LAQ, LAM and PGF convened twice
during the fiscal year 1998. The Audit Committee of a Fund advises the full
Board with respect to accounting, auditing and financial matters affecting that
Fund. Each Board performs the functions of a nominating committee. In the event
of vacancy on the Board of Directors, the Board of Directors of each Fund would
consider nominees recommended by shareholders. Recommendations should be
submitted to the Board in care of the Secretary of the Fund. None of the Funds
has a compensation committee.
7
<PAGE>
Each Director, except Jonathan W. Lubell (PGF) and Jorge E. Desormeaux (CH),
attended 75% or more of the aggregate number of the Boards and committees on
which he served held during the period for which he was a Director.
Section 16(a) of the Securities Exchange Act of 1934 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
Securities and Exchange Commission, The New York Stock Exchange, Inc. and the
Fund. Based solely upon its review of the copies of such forms received by it
and written representations from such persons, each Fund believes that for the
fiscal year ended December 31, 1998, all filings applicable to such persons were
complied with.
The following table shows certain information about officers of the Funds
other than Messrs. Priest and Watt, who are described above. Mr. Priest is the
Chairman of the Board of each of the Funds and President of IF and was elected
to such positions in May 1997. Mr. Watt is President and Chief Investment
Officer of CH, LAQ, LAM and PGF. He has been an officer of CH, LAQ and LAM since
August 1995 and an officer of PGF since February 1997. Mr. Hrabchak was elected
to his office on November 17, 1998. Ms. Alejos has been an Investment Officer of
CH, LAM and LAQ since November 4, 1997. Mr. Liebes was elected Senior Vice
President of CH, LAQ, LAM and PGF on August 12, 1997 and IF on August 6, 1997.
Mr. Pignataro has served as Chief Financial Officer for CH and PGF since 1991
and Secretary for CH and PGF since 1989. He was elected Secretary of IF on
February 5, 1997 (after having held a previous position with IF since 1990) and
has held his respective positions with the remaining Funds since their
commencement of operations. Mr. Del Guercio was elected to his office as Vice
President of CH, LAQ, LAM and PGF on August 12, 1997 and IF on August 6, 1997.
Each officer will hold office until a successor has been elected. All
officers of the Funds are employees of and are compensated by CSAM. The Funds
have no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY AND PRINCIPAL EMPLOYMENT
NAME AGE 22, 1999 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
- ------------------------------ ---- ----------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Robert Hrabchak .............. 34 IF+: 0 Chief Investment Officer of IF Director of CSAM
153 East 53rd Street (1/99-present); Vice President
New York, NY 10022 of CSAM (6/97-1/99); Senior
Portfolio Manager, Merrill
Lynch Asset Management,
Hong-Kong (1/95-5/97);
Associate, Salomon Brothers
Inc (4/93-1/95).
Emily Alejos ................. 34 CH: 0 Investment Officer of CH, LAQ Director of CSAM
153 East 53rd Street LAM: 0 and LAM (1/99-present); Vice President
New York, NY 10022 LAQ: 0 of CSAM (4/97-1/99); Vice
President of Bankers Trust Co.
(8/93-3/97).
</TABLE>
- --------------
+ For IF, Shares shown are as of March 15, 1999.
8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Hal Liebes ................... 34 CH: 0 Senior Vice President of CH, Director and General Counsel
153 East 53rd Street IF+: 0 IF, LAQ, LAM and PGF of CSAM (1/99-present); Senior
New York, NY 10022 LAQ: 0 Vice President and General
LAM: 0 Counsel of CSAM (3/97-1/99);
PGF: 0 Vice President and Legal Coun-
sel 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).
Michael A. Pignataro ......... 39 CH: 0 Chief Financial Officer and Vice President of CSAM
153 East 53rd Street IF+: 0 Secretary of CH, IF, LAQ, (12/95-present); Assistant
New York, NY 10022 LAQ: 0 LAM and PGF Vice President and Chief
LAM: 353 Administrative Officer for
PGF: 0 Investment Companies of CSAM
(9/89-12/95).
Rocco A. Del Guercio ......... 35 CH: 0 Vice President of CH, IF, LAQ, Assistant Vice President of
153 East 53rd Street IF+: 0 LAM and PGF CSAM (1/99-present); Adminis-
New York, NY 10022 LAQ: 0 trative Officer for
LAM: 0 CSAM-advised investment
PGF: 0 companies (6/96-1/99);
Assistant Treasurer, Bankers
Trust Co.-Fund Administration
(3/94-6/96); Mutual Fund Ac-
counting Supervisor, Dreyfus
Corporation (4/87-3/94).
</TABLE>
9
<PAGE>
The following table shows certain compensation information for the directors
of the Funds for the fiscal year ended December 31, 1998. None of the Funds'
executive officers and directors who are also officers or directors of CSAM or
SBAM received any compensation from the Funds for such period.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION FROM TOTAL NUMBER OF
ACCRUED AS ANNUAL FUND AND BOARDS OF CSAM-
AGGREGATE PART OF BENEFITS FUND COMPLEX ADVISED
COMPENSATION FUND UPON PAID TO INVESTMENT
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS COMPANIES SERVED
- -------------------------------- ------------------- ----------- --------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac ........... CH: $8,500 0 0 $ 92,500 10
LAQ: $8,500
LAM: $8,500
PGF: $8,500
James J. Cattano ............... CH: $8,500 0 0 $ 60,000 7
LAQ: $8,500
LAM: $8,500
PGF: $8,500
Jorge E. Desormeaux ............ CH: $6,500 0 0 $ 6,500 1
Richard H. Francis ............. IF: $9,000 0 0 $ 9,000 1
Peter A. Gordon ................ LAQ: $8,500 0 0 $ 51,500 6
LAM: $8,500
Peter J. Kaplan ................ IF: $9,000 0 0 $ 9,000 1
George W. Landau ............... CH: $8,500 0 0 $ 60,000 7
LAQ: $8,500
LAM: $8,500
Jonathan W. Lubell ............. PGF: $7,500 0 0 $ 15,000 2
C. Oscar Morong, Jr. ........... IF: $9,000 0 0 $ 9,000 1
Martin M. Torino ............... LAQ: $8,000 0 0 $ 48,000 6
LAM: $8,000
PGF: $8,000
</TABLE>
VOTE REQUIRED
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
10
<PAGE>
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meetings will be the ratification
or rejection of the selection by the Boards of PricewaterhouseCoopers LLP as
independent public accountants of the Funds for the present fiscal year ending
December 31, 1999. At a meeting held on February 9, 1999, the Boards of CH, LAQ,
LAM and PGF, including those directors who are not "interested persons" of the
Funds, approved the selection of PricewaterhouseCoopers LLP for the fiscal year
ending December 31, 1999. At a meeting held on February 24, 1999, the Board of
IF, including those directors who are not "interested persons" of IF, approved
the selection of PricewaterhouseCoopers LLP for the fiscal year ending December
31, 1999. PricewaterhouseCoopers LLP has been independent public accountants for
each of the Funds since commencement of operations of the respective Funds, and
has informed each Fund that it has no material direct or indirect financial
interest in that Fund. A representative of PricewaterhouseCoopers LLP will be
available at the Meetings and will have the opportunity to make a statement if
the representative so desires and will be available to respond to appropriate
questions.
VOTE REQUIRED
Proposal 2 requires for approval the affirmative vote of a majority of the
votes cast at a Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL 3: TERMINATION OF THE ADVISORY AGREEMENT WITH CSAM
LAQ has received the following proposal and supporting statement from Walter
S. Baer ("Mr. Baer"), who has advised LAQ that he has owned Shares of LAQ with a
market value greater than $1000 for at least a year. CSAM will provide the
address of Mr. Baer to any person who so requests such information, promptly
upon receipt of any oral or written request therefor to Credit Suisse Asset
Management, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New
York 10022. The Board and LAQ accept no responsibility for the accuracy of
either the proposal or Mr. Baer's supporting statement. For the reasons set
forth in detail in the Opposing Statement of the Board of Directors, which
follows Proposals 3 and 4, the Board recommends a vote AGAINST this shareholder
proposal. Because of their affiliation with CSAM, Mr. Priest (who is standing
for reelection to the Board of LAQ at the Meeting) and Mr. Watt are "interested
persons" of LAQ and may be deemed to have an interest in the continuation of the
advisory agreement between LAQ and CSAM. The text of the shareholder proposal
and supporting statement is as follows:
"RESOLVED: The investment advisory agreement between BEA Associates*
('Advisor') and the Fund shall be terminated. The shareholders recommend that
the Directors give heavy weight to a commitment to realize net asset value for
shareholders when selecting a new advisor.
- --------------
* Editor's Note: Effective January 4, 1999, BEA Associates changed its name to
Credit Suisse Asset Management. All references to BEA Associates in Mr.
Baer's Supporting Statement should be read as references to CSAM.
11
<PAGE>
SUPPORTING STATEMENT
"Regrettably, our Fund's performance has been dismal. I believe it is time
to break the ties between the Fund and its investment advisor, BEA Associates,
which must bear responsibility for the Fund's poor performance and high
discount.
"In the first six months of 1998, the Fund fell 22.2% based on net asset
value (NAV), while the benchmark Morgan Stanley Emerging Market Latin America
Free Index (EMFLA) fell 19.8%. Between June 30 and November 20, 1998, the Fund's
NAV has fallen another 14.5%. In 1997, a better year, the Fund's gain (15.0%)
was less than half that of the EMFLA (31.6%).
"Moreover, because the market price of the Fund's shares persistently
remains well below NAV, we shareholders are unable to realize the full value of
our holdings. As of November 20, 1998, the discount between market price and NAV
was 23.6%, which was one of the largest discounts among Latin American funds and
indeed among all closed-end funds publicly traded in the U.S.
"The Fund's efforts to reduce the discount have been ineffectual. On May 19,
1998, the 'Independent Directors' wrote shareholders that efforts were underway
'to increase the Fund's visibility in the investment community' and 'to study
other steps towards reducing the discount.' However, the discount has increased
in the six months since May 19. In October the Board authorized repurchase of up
to 15% of outstanding shares. Yet other funds' experience has shown that these
efforts bring little success. Recently, after failing to lower their discounts
through such actions, the Latin America Smaller Companies Fund (LLF), the
Fidelity Advisor Emerging Asia Fund (FAE) and the TCW/DW Emerging Markets
Opportunities Trust (EMO) have decided to open-end, merge or liquidate to permit
shareholders to receive full asset value.
"I believe that the primary reason for our Fund's half-hearted efforts is
the Board's unwillingness to interfere with the Advisor's fee stream. Two of the
Directors are executive officers of the Advisor. The five 'Independent
Directors' sit on more than thirty Boards of other BEA-advised funds or
investment companies. I believe that the Advisor's interest in maintaining its
fee stream is the major impediment to shareholders' ability to realize NAV for
their shares through open-ending, merger or liquidation.
"I do not believe that the Board can quantify any advantage of retaining the
closed-end format that outweighs the added value to shareholders of abandoning
that format. There are no net capital gains to defer; the Fund's current
emphasis on 'high-quality, very liquid blue-chip companies' does not require a
closed-end format; and the Fund's few investments in illiquid securities seem to
have produced abysmal results.
"While passage of this proposal would not directly permit shareholders to
realize net asset value from their shares, it would cut the links between the
Advisor and its cronies on the Board. It would send a clear message to the Board
that the shareholders demand action to eliminate the deadweight loss of value
represented by the discount."
THE BOARD OF DIRECTORS OPPOSES THE PROPOSAL DESCRIBED ABOVE AND URGES
SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS STATED IN THE
OPPOSITION STATEMENT OF THE BOARD OF DIRECTORS FOLLOWING PROPOSAL 4.
12
<PAGE>
PROPOSAL 4: TERMINATION OF THE ADVISORY AGREEMENT WITH CSAM
LAM has received the following proposal and supporting statement from Mr.
Baer, who has advised LAM that he has owned Shares of LAM with a market value
greater than $1000 for at least a year. CSAM will provide the address of Mr.
Baer to any person who so requests such information, promptly upon receipt of
any oral or written request therefor to Credit Suisse Asset Management, One
Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New York 10022. The
Board and LAM accept no responsibility for the accuracy of either the proposal
or Mr. Baer's supporting statement. For the reasons set forth in detail in the
Opposing Statement of the Board of Directors, which follows below, the Board
recommends a vote AGAINST this shareholder proposal. Because of their
affiliation with CSAM, Mr. Priest and Mr. Watt are "interested persons" of LAM
and may be deemed to have an interest in the continuation of the advisory
agreement between LAM and CSAM. The text of the shareholder proposal and
supporting statement is as follows:
"RESOLVED: The investment advisory agreement between BEA Associates*
('Advisor') and the Fund shall be terminated. The shareholders recommend that
the Directors give heavy weight to a commitment to realize net asset value for
shareholders when selecting a new advisor.
SUPPORTING STATEMENT
"Regrettably, our Fund's performance has been quite poor. I believe it is
time to break the ties between the Fund and its investment advisor, BEA
Associates, which must bear responsibility for the Fund's poor performance and
high discount.
"In the first six months of 1998, the Fund fell 19.1% based on net asset
value (NAV). Between June 30 and November 20, 1998, the Fund's NAV has fallen
another 11.9%. In 1997, a better year, the Fund's gain (13.7%) was less than
half that of the benchmark Morgan Stanley Emerging Market Latin America Free
Index (31.6%).
"Moreover, because the market price of the Fund's shares persistently
remains well below NAV, we shareholders are unable to realize the full value of
our holdings. As of November 20, 1998, the discount between market price and NAV
was 23%, which was one of the largest discounts among Latin American funds and
indeed among all closed-end funds publicly traded in the U.S.
"The Fund's efforts to reduce the discount have been ineffectual. In May
1998, the 'Independent Directors' wrote shareholders that efforts were underway
'to increase the Fund's visibility in the investment community' and 'to study
other steps towards reducing the discount.' However, the discount has increased
in the six months since the date of that letter. In October the Board authorized
repurchase of up to 15% of outstanding shares. Yet other funds' experience has
shown that these efforts bring little success. Recently, after failing to lower
their discounts through such actions, the Latin America Smaller Companies Fund
(LLF), the Fidelity Advisor Emerging Asia Fund (FAE) and the TCW/DW Emerging
Markets Opportunities Trust (EMO) have decided to open-end, merge or liquidate
to permit shareholders to receive full asset value.
- --------------
* Editor's Note: Effective January 4, 1999, BEA Associates changed its name to
Credit Suisse Asset Management. All references to BEA Associates in Mr.
Baer's Supporting Statement should be read as references to CSAM.
13
<PAGE>
"I believe that the primary reason for our Fund's half-hearted efforts is
the Board's unwillingness to interfere with the Advisor's fee stream. Three of
the Directors are executive officers of the Fund's investment advisors. The five
'Independent Directors' sit on more than thirty Boards of other BEA-advised
funds or investment companies. I believe that the Advisor's interest in
maintaining its fee stream is the major impediment to shareholders' ability to
realize NAV for their shares through open-ending, merger or liquidation.
"I do not believe that the Board can quantify any advantage of retaining the
closed-end format that outweighs the added value to shareholders of abandoning
that format. There are no net capital gains to defer; the Fund's current
emphasis on 'blue-chip, highly liquid companies' does not require a closed-end
format; and the Fund's few investments in illiquid securities seem to have
produced abysmal results.
"While passage of this proposal would not directly permit shareholders to
realize net asset value from their shares, it would cut the links between the
Advisor and its cronies on the Board. It would send a clear message to the Board
that the shareholders demand action to eliminate the deadweight loss of value
represented by the discount."
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS TO PROPOSALS 3 AND 4
THE BOARDS OF DIRECTORS OF LAM AND LAQ OPPOSE THE PROPOSALS DESCRIBED
ABOVE AND URGE ALL SHAREHOLDERS TO VOTE AGAINST THE PROPOSALS
FOR THE REASONS NOTED BELOW.
At a meeting held on February 9, 1999, the Boards of LAM and LAQ, including
the Non-interested Directors, unanimously resolved to recommend that you vote
AGAINST these Proposals. At the November 10, 1998 quarterly meeting, the Boards
of LAM and LAQ, including the Non-interested Directors voting separately,
unanimously approved the continuation of the Investment Advisory Agreement with
CSAM. The Directors thoroughly reviewed CSAM's performance and the relevant
information made available to them by CSAM as required under the 1940 Act, and
determined that such continuation was in the best interest of the respective
Funds. The Directors do not believe that there has been any subsequent change in
the facts upon which their decision was premised that would now warrant
terminating CSAM.
As required by Section 15 of the 1940 Act, advisory contracts must be
approved annually by the board of directors (including a majority of the
non-interested directors) or a majority of the outstanding voting securities of
an investment company. Section 15(c) of the 1940 Act charges directors with the
duty to review information reasonably necessary to evaluate the terms of the
advisory contract. In anticipation of the November 10th meeting and in
accordance with well-established practice, CSAM provided the Directors with
extensive information to enable them to satisfy their duty to conduct a
meaningful evaluation of the CSAM Investment Advisory Agreement before deciding
whether to approve its continuation. This information included, among other
things, (i) a description of the business, operations, investment philosophy and
financial condition of CSAM, (ii) an analysis of the profitability to CSAM of
each Investment Advisory Agreement, (iii) a comparison of the investment
performance of LAM and LAQ with that of other funds managed by CSAM, as well as
other registered and unregistered investment companies within such Fund's peer
group and relevant stock indices, (iv) financial information relating to LAM and
LAQ, including total return and market price data for such Fund's Shares, (v)
data regarding fees paid by other clients of CSAM, and (vi) a comparison of the
expense ratios and advisory fee levels of LAM and LAQ with those of their peer
groups. Additionally, the Directors commissioned an advisory contract renewal
report from an independent
14
<PAGE>
research firm unaffiliated with CSAM. The report compared the expenses, assets
and fees of LAM and LAQ with comparable emerging market funds. The Directors
thoroughly discussed and analyzed the information and independent report before
making the decision to continue the Investment Advisory Agreement with CSAM.
After finding, among other things, that (i) CSAM's compensation is at a
level comparable to similarly situated funds, (ii) each of LAM's and LAQ's
performance is within the range of performance that may reasonably be expected
of a fund with an investment strategy such as that of LAM and LAQ, and (iii)
CSAM and the personnel assigned to LAM and LAQ have the requisite experience and
skill to manage the Funds in accordance with their respective investment
objectives and policies, the Directors, including the Non-interested Directors,
separately concluded that the continuation of LAM's and LAQ's Investment
Advisory Agreement with CSAM was in the best interest of the shareholders of
each such Fund. The Directors reached this determination in the exercise of
their business judgment as part of their lawful authority over such Fund's
business affairs under Maryland law.
In criticizing the performance of the two Funds, Mr. Baer cites their
performance during 1998 through November 20, a particularly difficult time for
Latin American securities following the financial crisis which occurred
throughout the emerging markets in late August, 1998. The decline in the Share
price and net asset value of each of LAM and LAQ during 1998 reflects the price
fluctuations of the Latin American markets as a whole. At the November 10, 1998
Board meeting, the Directors were presented with the following performance
information showing that LAM's and LAQ's performance for the three and
nine-month periods ended September 30, 1998 was roughly comparable to that of
the MSCI Emerging Market Free Latin America Index (the "MSCI Index") and
somewhat better than an unaffiliated registered investment company focusing on
Latin American securities ("Fund D"):
<TABLE>
<CAPTION>
1/1/98 7/1/98
TO TO
FUND/INDEX 9/30/98 9/30/98
- ---------------------------------------------------------------------------------
<S> <C> <C>
LAM (39.87%) (25.71%)
LAQ (43.55%) (27.46%)
MSCI Index (39.40%) (24.44%)
Fund D (48.90%) (30.10%)
</TABLE>
For the years ended December 31, 1998, 1997 and 1996, the corresponding
performance data are as follows:
<TABLE>
<CAPTION>
FUND/INDEX 1998 1997 1996
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
LAM (33.33%) 13.71% 13.13%
LAQ (40.62%) 15.01% 13.59%
MSCI Index (35.11%) 31.64% 22.21%
Fund D (43.62%) 42.04% 46.38%
</TABLE>
At the same meeting, the Directors also analyzed performance information
relating to LAM's and LAQ's private equity positions which showed that such
positions since inception and for the three and nine month periods ended
September 30, 1998 had enhanced each Fund's net asset value return.
In addition to monitoring each Fund's net asset value performance, the
Directors continually analyze steps that they can take to reduce or eliminate
the discount of the Funds, which is truly a market-wide phenomenon. In that
regard, before Proposals 3 and 4 were submitted by Mr. Baer to the Boards of LAM
and LAQ, the Directors took action to enhance shareholder value by implementing
a Share repurchase program. On October 22, 1998, each of LAM and LAQ (as well as
most of the other funds managed by
15
<PAGE>
CSAM) announced that its Board had authorized the repurchase of up to 15% of
such Fund's Shares (the "Share Repurchase Program"). The Share Repurchase
Program is intended both to provide additional liquidity to those shareholders
who elect to sell their Shares and to enhance the net asset value of the Shares
held by those shareholders who maintain their investment.
The Directors realize that many shareholders are frustrated by the market
discounts and are striving to deal with the market discount issue in a balanced
and careful fashion so as to meet their duty to all shareholders. The Directors
closely monitor market discounts on an ongoing basis, including at each
quarterly Board meeting. The Directors have discussed at length, both internally
and with industry analysts and others, possible approaches to the market
discount issue, including tender offers, the conversion to open-end status or
liquidation. The Directors adopted the Share Repurchase Program after review of
available information and consideration of, among other things, (i) current
levels of market discounts, (ii) the cash positions of LAM and LAQ, (iii)
alternative investment opportunities, and (iv) the positive impact the
repurchases would have upon LAM's and LAQ's net asset value.
As of March 12, 1999, LAM had purchased 552,700 Shares at an average
purchase price of approximately $8.42 per Share, which has had a positive impact
on net asset value of $0.18 per Share, and LAQ had purchased 710,600 Shares at
an average purchase price of approximately $7.27 per Share, which has had a
positive impact on net asset value of $0.19 per Share.
The Directors also have considered other possible actions to enhance
shareholder value (namely liquidating or open-ending the Fund or conducting a
tender offer) and have concluded that they are not appropriate at this time. The
Directors continue to believe for the reasons stated below that the benefits to
shareholders of the closed-end status of LAM and LAQ currently continue to
outweigh the advantages which an open-ended structure, merger or tender offer
would offer.
Converting LAM or LAQ into an "open-end fund," commonly known as a mutual
fund, would permit shareholders to redeem Shares at net asset value upon
request. Although open-ending these Funds would undoubtedly eliminate the
discount, the Directors believe that the shareholders derive significant
benefits from the closed-end structure. This structure allows CSAM to
concentrate on managing a stable pool of assets, without the need to keep assets
in low-yielding cash or to liquidate assets, sometimes at inopportune times, to
meet redemption requests. The closed-end structure guards LAM's and LAQ's stock
price from declining due to high volume sales to meet redemption requests. The
closed-end structure also allows CSAM to buy more illiquid holdings, such as
private equities, which can benefit performance. As noted above, LAM's and LAQ's
private equity positions have enhanced each Fund's net asset value return.
Open-ending LAM or LAQ would require the Directors to consider whether and
how to spend such Fund's money to market its Shares, which would affect the
Fund's performance. If the Directors decided not to spend that Fund's money on
marketing the Shares, redemptions could shrink such Fund's asset base to the
point where its expense ratio increases, simply because fixed expenses are
spread across a smaller asset base. For now, the Directors continue to be guided
by the principles upon which each Fund was established, and which caused
investors to initially buy these Funds. Open-ending LAM or LAQ would
fundamentally change its character in ways that the Directors do not believe are
in the best interests of its shareholders.
In addition to the Share Repurchase Program, CSAM has made a greater effort
to increase LAM's and LAQ's visibility in the investment community. In this
regard, each Fund's portfolio managers have been meeting with analysts and
institutional investors to ensure that the investment community has access to
important information about the Fund and its investments. Daily net asset values
are available by calling
16
<PAGE>
each Fund at 1-800-293-1232 or by visiting such Fund's Website
(www.cefsource.com). The management of CSAM is expanding the Website to include
reasonably current selected portfolio information on-line. LAM and LAQ believe
these steps may increase potential investor demand generally for their Shares.
Changing advisers for funds that are as specialized as LAM and LAQ is not an
action to be taken lightly. The number of investment advisers with the requisite
expertise is limited. CSAM was one of the early proponents of investing in Latin
American and other emerging markets and is committed to maintaining and
enhancing its presence in this sector. These efforts are ongoing and in your
best interests.
Accordingly, the Boards of LAM and LAQ and the Non-interested Directors
believe that termination of such Fund's Investment Advisory Agreement with CSAM
is not in the best interest of LAM or LAQ at this time and therefore urge
shareholders to vote AGAINST these shareholder proposals.
THE BOARDS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMEND THAT THE
SHAREHOLDERS VOTE "AGAINST" THESE SHAREHOLDER PROPOSALS.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
SHAREHOLDER PROPOSALS
In the absence of voting instructions in a Proxy for use at the Meetings of
LAM or LAQ, the proxyholders intend to vote such Proxy against shareholder
Proposals 3 and 4. Should any other matters properly come before the Meeting, it
is the intention of the persons named in the accompanying Proxy to vote the
Proxy in accordance with their judgment in the best interests of the Funds on
such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 2000 annual meetings of
shareholders, the shareholder proposal must be received by that Fund no later
than November 11, 1999. 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 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 shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
Pursuant to the Bylaws of IF, LAM and LAQ, at any annual meeting of the
shareholders of these Funds, 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 any of IF,
LAM or LAQ by a shareholder of such Fund, such shareholder must have given
timely notice thereof in writing to the Secretary of that Fund. To be timely,
any such notice must be delivered to or mailed and received at the relevant Fund
c/o Credit Suisse Asset Management, 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 shareholders, any such
notice
17
<PAGE>
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.
Notice is hereby given to the shareholders of CH and PGF that for a
shareholder proposal to be properly brought before their 2000 annual meeting by
a shareholder, the shareholder proposal must be received by the relevant Fund by
February 22, 2000.
SHAREHOLDERS 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.
18
<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 any Fund because they
possessed or shared voting or investment power with respect to the Shares of
that Fund:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
FUND NAME AND ADDRESS OWNED SHARES
- --- ------------------------------------------------------------ -------------- -----------
<S> <C> <C> <C>
CH *President and Fellows of Harvard College ................ 1,368,400 9.6%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
CH *Brinson Partners, Inc. .................................. 776,940 5.5%
209 South LaSalle
Chicago, Illinois 60604-1295
LAQ *President and Fellows of Harvard College ................ 2,186,300 25.4%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
LAM *Lazard Freres & Co. LLC ................................. 562,566 7.2%
30 Rockefeller Plaza
New York, NY 10020
LAM *Newgate LLP ............................................. 754,420 9.6%
80 Field Point Road
Greenwich, CT 06830
LAM *President and Fellows of Harvard College ................ 1,792,200 22.5%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
PGF **Deep Discount Advisors, Inc. ............................ 1,543,700 28.9%
One West Pack Square
Suite 777
Asheville, NC 28801
PGF *Fidelity Management & Research Company .................. 383,600 7.2%
82 Devonshire Street
Boston, MA 02109
</TABLE>
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* As stated in a Schedule 13G on file with the Securities and Exchange
Commission.
** As stated in a Schedule 13D on file with the Securities and Exchange
Commission.
19
<PAGE>
REPORTS TO SHAREHOLDERS
The Funds send unaudited semi-annual and audited annual reports to their
shareholders, including a list of investments held. Each Fund will furnish,
without charge, a copy of its most recent annual and semi-annual report, upon
request to that Fund at One Citicorp Center, 153 East 53rd Street, New York, New
York 10022, telephone (1-800-293-1232), or at the Funds' Website at
www.cefsource.com. These requests will be honored within three business days of
receipt.
20
<PAGE>
THE CHILE FUND, INC.
--------------------------------------------------------------
THE INDONESIA FUND, INC.
-------------------------------------------------------------------
THE LATIN AMERICA
EQUITY FUND, INC.
----------------------------------------------------------
THE LATIN AMERICA
INVESTMENT FUND, INC.
----------------------------------------------------------------
THE PORTUGAL FUND, INC.
-------------------------------------------------------------------
CSAM-PS-99
<PAGE>
PROXY
THE INDONESIA FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
P The undersigned hereby appoints Michael A. Pignataro and Rocco A. Del
Guercio as Proxies, each with the power to appoint his substitute,
R and hereby authorizes them to represent and to vote, as designated on
the reverse side and in accordance with their judgment on such other
O matters as may properly come before the meeting or any adjournments
thereof, all shares of The Indonesia Fund, Inc. (the "Fund") that the
X undersigned is entitled to vote at the annual meeting of shareholders
to be held on May 11, 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 and 2.
The Board of Directors recommends a vote "FOR" the nominee in Proposal 1
and "FOR" Proposal 2.
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF THE FOLLOWING NOMINEE AS 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
DIRECTOR. PRICEWATERHOUSECOOPERS LLP AS ------- ------- -------
Peter J. Kaplan (three-year term) INDEPENDENT PUBLIC ACCOUNTANTS / / / / / /
OF THE FUND FOR THE FISCAL / / / / / /
YEAR ENDING DECEMBER 31, 1999. ------- ------- -------
FOR WITHHELD
------- -------
/ / / /
/ / / /
------- -------
</TABLE>
MARK HERE ------
FOR ADDRESS / /
CHANGE AND / /
NOTE AT LEFT ------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature:_______________ Date:______ Signature:_______________ Date:______
