<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
The Brazilian Investment 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(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> 2
THE BRAZILIAN INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Brazilian Investment Fund, Inc. will be held on Monday, June 26, 1995, at 3:00
P.M. (New York time) in Conference Room 2 at 1221 Avenue of the Americas, 22nd
Floor, New York, New York 10020, for the following purposes:
1. To elect Directors until the next meeting of stockholders at which
Directors are to be elected and until their successors are elected and have
qualified.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants for the year ending
December 31, 1995.
3. To consider and act upon any other business that may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 16, 1995, are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
VALERIE Y. LEWIS
Secretary
Dated: May 31, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE> 3
THE BRAZILIAN INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
-------------------------
PROXY STATEMENT
-------------------------
This statement is furnished by the Board of Directors of The Brazilian
Investment Fund, Inc. (the "Fund") in connection with the solicitation of
Proxies for use at the Annual Meeting of Stockholders to be held on Monday, June
26, 1995, at 3:00 P.M. (New York time), in Conference Room 2, at 1221 Avenue of
the Americas, 22nd Floor, New York, New York 10020, the principal executive
office of Morgan Stanley Asset Management Inc. (the "Manager"), the Fund's
investment adviser. The purpose of the Meeting and the matters to be acted upon
are set forth in the accompanying Notice of Annual Meeting.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted for the election of directors and for the other proposals. A Proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Fund or by attendance at the Meeting.
The close of business on May 16, 1995, has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 557,617 shares of Common Stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting. It
is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy
will first be mailed to stockholders on or about May 31, 1995.
The shares represented by properly executed proxy cards will be voted as
specified. It is intended that the shares represented by proxies on which no
specification has been made will be voted FOR the election of the nominees for
Director named herein and FOR ratification of Price Waterhouse LLP as
independent accountants for the year ending December 31, 1995. The Fund intends
to treat properly executed proxies that are marked "abstain" as present for
purposes of determining whether a quorum has been achieved at the Meeting.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of Proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of The United States Trust Company of New York, the Fund's Shareholder Servicing
Agent.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS SHOULD BE MADE IN WRITING TO THE BRAZILIAN INVESTMENT FUND, INC., C/O
MUTUAL FUNDS SERVICE COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798,
OR BY CALLING 1-800-221-6726
Mutual Funds Service Company is an affiliate of the Fund's administrator,
United States Trust Company of New York, and provides administrative services to
the Fund. United States Trust Company of New York's business address is 770
Broadway, New York, New York 10003. Mutual Funds Service Company's business
address is 73 Tremont Street, Boston, Massachusetts 02108. The principal office
of Unibanco -- Uniao de Bancos Brasileiros S.A., which furnishes such
administrative services and assistance as are required under Brazilian law and
regulation, is Avenida Eusebio Matoso, 891, Sao Paulo, S.P., Brazil.
The Board of Directors of the Fund recommends that the stockholders vote in
favor of each of the matters mentioned in items 1 and 2 of the Notice of Annual
Meeting.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, ten directors will be elected to hold office until the next
meeting of stockholders at which directors are to be elected and until their
successors are elected and have qualified. It is the intention of the persons
named in the accompanying form of Proxy to vote, on behalf of the stockholders,
for the election of Barton M. Biggs, Warren J. Olsen, Peter J. Chase, John W.
Croghan, David B. Gill, Graham E. Jones, John A. Levin, William G. Morton, Jr.,
R. Charles Tschampion and Frederick B. Whittemore.
The Board of Directors has unanimously approved increasing the number of
directors from six to ten, effective as of the commencement of the Meeting, and
has recommended that stockholders vote for the election of each of the nominees
for director.
On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by the Manager also is holding a
meeting of stockholders at which, among other things, such stockholders are
considering a proposal to elect as directors of such other investment companies
(with certain limited exceptions) the same people nominated to be directors of
the Fund (except Morgan Stanley India Investment Fund, Inc.). Accordingly, if
elected, nine of the nominees for directors of the Fund also will act as
directors of The Latin American Discovery Fund, Inc., The Malaysia Fund, Inc.,
Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley Asia-Pacific Fund,
Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan Stanley Emerging
Markets Debt Fund, Inc., Morgan Stanley Global Opportunity Bond Fund, Inc., The
Morgan Stanley High Yield Fund, Inc., The Pakistan Investment Fund, Inc., The
Thai Fund, Inc., and The Turkish Investment Fund, Inc. (collectively, with the
Fund, the "MSAM closed-end funds"). The Board of Directors believes that this
arrangement will enhance the ability of the directors to deal expeditiously with
administrative matters common to the MSAM closed-end funds, such as evaluating
the performance of common service providers, including the Manager and the
administrators, transfer agents, custodians and accountants of the MSAM
closed-end funds.
In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to reduce the level of
fees payable by the Fund to its directors. The Fund currently pays each of its
directors who is not a director, officer or employee of the Manager an annual
fee of $5,000 plus $500 for each meeting of the Board of Directors or a
committee thereof attended, plus certain out-of-pocket expenses, with the
Chairman of the Board of Directors receiving $6,000 annually plus $750 for each
meeting attended. The Fund also pays the Audit Committee Chairman an annual fee
of $1,000 plus $250 for each meeting of the Audit Committee attended. The fees
paid to the Chairman of the Audit Committee are in addition to the fees the
Chairman of the Audit Committee receives for serving as a director. Aggregate
fees and expenses paid or payable to the Board of Directors for the fiscal year
ended December 31, 1994 were $46,705. Effective immediately following the
Meeting, each of the directors of the Fund who is not a director, officer or
employee of the Manager will receive from the Fund an annual fee of $3,000 per
year, plus out-of-pocket expenses. Each of the members of the Fund's Audit
Committee, which will consist of the Fund's directors who are not "interested
persons" of the Fund as defined in the Investment Company Act of 1940, as
amended, will receive an additional annual fee of $500 for serving on such
committee.
After giving effect to the reduction in the level of fees payable by the
Fund to its directors, the Fund will pay, on an annual basis, aggregate fees of
$24,500 (including fees payable to members of the Audit Committee), assuming
each of the seven nominees named herein who is not a director, officer or
employee of the Manager is elected at the Meeting. At the fee level in effect
prior to the Meeting, the
2
<PAGE> 5
Fund would pay, on an annual basis, aggregate fees of $57,500 for the same seven
nominees, assuming each such nominee attended four Board meetings and two Audit
Committee meetings. The level of fees payable by the Fund to its directors will
be reviewed by the Board of Directors annually.
Each of the directors who is not an "affiliated person", within the meaning
of the Investment Company Act of 1940 (the "1940 Act"), of the Manager may enter
into a deferred fee arrangement (the "Fee Arrangement") with the Fund, pursuant
to which such director defers to a later date the receipt of his director's
fees. The deferred fees owed by the Fund are credited to a bookkeeping account
maintained by the Fund on behalf of such director and accrue income from and
after the date of credit in an amount equal to the amount that would have been
earned had such fees (and all income earned thereon) been invested and
reinvested either (i) in shares of the Fund or (ii) at a rate equal to the
prevailing rate applicable to 90-day United States Treasury Bills at the
beginning of each calendar quarter for which this rate is in effect, whichever
method is elected by the director.
Under the Fee Arrangement, deferred director's fees (including the return
accrued thereon) will become payable in cash upon such director's resignation
from the Board of Directors in generally equal annual installments over a period
of five years (unless the Fund has agreed to a longer or shorter payment period)
beginning on the first day of the year following the year in which such
director's resignation occurred. In the event of a director's death, remaining
amounts payable to him under the Fee Arrangement will thereafter be payable to
his designated beneficiary; in all other events, a director's right to receive
payments is non-transferable. Under the Fee Arrangement, the Board of Directors
of the Fund, in its sole discretion, has reserved the right, at the request of a
director or otherwise, to accelerate or extend the payment of amounts in the
deferred fee account at any time after the termination of such director's
service as a director. In addition, in the event of the liquidation, dissolution
or winding up of the Fund or the distribution of all or substantially all of the
Fund's assets and property to its stockholders (other than in connection with a
reorganization or merger into another Fund advised by the Manager), all unpaid
amounts in the deferred fee account maintained by the Fund will be paid in a
lump sum to the directors participating in the Fee Arrangement on the effective
date thereof.
Currently, only Mr. Robertshaw and Mr. Whittemore have elected to enter the
Fee Arrangement with the Fund.
So that each of the nominees named herein could be nominated for election,
it was necessary for Ms. Hamilton and Messrs. Lyle and Robertshaw not to seek
re-election to the Board of Directors. The Fund and the remaining members of the
Board of Directors would like to express their sincerest appreciation to such
directors for their dedication and service to the Fund.
The Fund's By-Laws provide that each director holds office until (i) the
date of the next meeting of stockholders held to elect directors and until his
successor shall be elected and qualified, (ii) his death, (iii) he has resigned,
(iv) December 31, of the year in which he shall have reached seventy-three years
of age or (v) he has been removed as provided by statute.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The members of the Audit Committee are Ms.
Hamilton and Messrs. Lyle, Robertshaw and Tschampion none of whom is an
"interested person" (as defined in the 1940 Act). After the Meeting, the Audit
Committee will continue to consist of the directors of the Fund who are not
"interested persons." The Audit Committee met twice during the fiscal year ended
December 31, 1994. The Audit Committee also met on February 23, 1995, to ratify
3
<PAGE> 6
and approve the Fund's 1994 annual report to stockholders. At the present time,
the Board of Directors has no compensation or nominating committees, or other
committee performing similar functions.
There were four meetings of the Fund's Board of Directors held during the
fiscal year ended December 31, 1994, and each incumbent director, with the
exception of Mr. Whittemore, attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of Committees thereof on which
that Director served.
Each of the nominees has consented to be named in this Proxy Statement and
to serve as a director if elected. The Board of Directors has no reason to
believe that any of the nominees named above will become unavailable for
election as a director, but if that should occur before the Meeting, Proxies
will be voted for such persons as the Board of Directors may recommend.
Certain information regarding each of the nominees for election as a
director of the Fund and the executive officers of the Fund is set forth below.
<TABLE>
<CAPTION>
COMMON SHARE
STOCK EQUIVALENTS
BUSINESS EXPERIENCE BENEFICIALLY OWNED
DURING THE PAST FIVE OWNED AS UNDER
POSITION WITH YEARS, INCLUDING ALL OF MAY 16, DEFERRED FEE
NAME AND ADDRESS THE FUND DIRECTORSHIPS AGE 1995** ARRANGEMENT+ PERCENT
- - -------------------------------- ------------------ --------------------------------- ---- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs* Nominee Chairman and Director of Morgan 62 0 -- 0
1221 Avenue of the Americas Stanley Asset Management Inc.
New York, NY 10020 and Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley & Co.
Incorporated; Director of Morgan
Stanley Group Inc.; Member of
International Advisory Council
of The Thailand Fund; Director
and officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc.
Peter J. Chase Nominee Chairman of CGL, Inc.; Principal, 62 0 -- 0
821-C San Mateo Statements; Director of The
Santa Fe, NM 87505 Malaysia Fund, Inc., Morgan
Stanley Asia-Pacific Fund, Inc.
and The Thai Fund, Inc.; Member
of the Investment Advisory
Council of The Thailand Fund;
Consultant, NGV Systems, Inc.;
Previously Chairman of CJS, Inc.
and Principal of Sidney A.
Staunton, Inc. and the Yankee
Group.
John W. Croghan Nominee Chairman of Lincoln Capital 64 0 -- 0
200 South Wacker Drive Management Company; Director of
Chicago, IL 60606 St. Paul Bancorp. Inc., Lindsay
Manufacturing Co. Morgan Stanley
Asia-Pacific Fund, Inc. and Mor-
gan Stanley Emerging Markets
Fund, Inc.; Previously, Director
of Blockbuster Entertainment
Corporation.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON SHARE
STOCK EQUIVALENTS
BUSINESS EXPERIENCE BENEFICIALLY OWNED
DURING THE PAST FIVE OWNED AS UNDER
POSITION WITH YEARS, INCLUDING ALL OF MAY 16, DEFERRED FEE
NAME AND ADDRESS THE FUND DIRECTORSHIPS AGE 1995** ARRANGEMENT+ PERCENT
- - -------------------------------- ------------------ --------------------------------- ---- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
David B. Gill Nominee International Advisor to Crown 68 0 -- 0
3042 Cambridge Place, N.W. Agents for Overseas Governments
Washington, D.C. 20007 and Administrators: Member of
the Capital Markets Committee of
the Inter-American Investment
Corporation; Chairman,
International Advisory Committee
Korea Development Investment
Corporation; Director of the
Mauritius Fund Limited; Director
of The Latin American Discovery
Fund, Inc., Morgan Stanley
Emerging Markets Fund, Inc. and
The Thai Fund, Inc.; Director of
Norinvest Bank; Member of the
International Advisory Committee
of Surinvest S.A.; and Member of
the International Advisory
Council of The Thailand Fund.
Formerly Director of Capital
Markets Department of the
International Finance
Corporation and Commonwealth
Equity Fund and Member of the
International Advisory Counsel
of the Investment Management
Company Chile S.A.; Previously,
Director of Capital Markets
Department of the International
Financial Corporation; Trustee,
Batterymarch Finance Manage-
ment; Chairman and Director,
Equity Fund of Latin America
S.A., Commonwealth Equity Fund
Limited; and Director, Global
Securities, Inc.
Graham E. Jones Nominee Senior Vice President of BGK 62 0 -- 0
23 Chestnut Street Properties, Inc.; Trustee of
Boston, Massachusetts 02108 nine funds managed by Weiss,
Peck & Greer; Director of The
Malaysia Fund, Inc., The Thai
Fund, Inc., The Pakistan
Investment Fund, Inc. and The
Turkish Investment Fund, Inc.;
Trustee of eight funds managed
by Morgan Grenfell Capital
Management, and Member of the
Investment Advisory Council of
The Thailand Fund; Previously,
Chief Financial Officer of
Practice Management Systems,
Inc.
John A. Levin* Nominee President of John A. Levin & Co., 56 0 -- ****
One Rockefeller Plaza Inc.; Director of Morgan Stanley
New York, NY 10020 Emerging Markets Debt Fund,
Inc., Morgan Stanley India
Investment Fund, Inc. and The
Pakistan Investment Fund, Inc.
William G. Morton, Jr. Nominee Chairman and Chief Executive 58 0 -- 0
1 Boston Place Officer of Boston Stock
Boston, MA 02106 Exchange; Director of Tandy
Corporation; Director of The
Malaysia Fund, Inc., Morgan
Stanley Africa Investment Fund,
Inc., Morgan Stanley Emerging
Markets Debt Fund, Inc. and
Morgan Stanley Global
Opportunity Bond Fund, Inc.
Warren J. Olsen* Director, Principal of Morgan Stanley & Co. 38 2 -- ****
1221 Avenue of the Americas President and Incorporated and Morgan Stanley
New York, NY 10020 Nominee** Asset Management Inc. and
Director and Officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc. Previously associated with
Sullivan & Cromwell.
R. Charles Tschampion Director and Managing Director, Investment 49 0 -- 0
767 Fifth Avenue Nominee Strategy and Asset Allocation
New York, NY 10153 and Director, General Motors
Investment Management Corpora-
tion.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
COMMON SHARE
STOCK EQUIVALENTS
BUSINESS EXPERIENCE BENEFICIALLY OWNED
DURING THE PAST FIVE OWNED AS UNDER
POSITION WITH YEARS, INCLUDING ALL OF MAY 16, DEFERRED FEE
NAME AND ADDRESS THE FUND DIRECTORSHIPS AGE 1995** ARRANGEMENT+ PERCENT
- - -------------------------------- ------------------ --------------------------------- ---- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Frederick B. Whittemore* Director, Chairman Advisory Director of Morgan 64 0 26 ***
1251 Avenue of the Americas of the Board and Stanley & Co. Incorporated;
New York, NY 10020 Nominee Chairman of the United States
National Committee for Pacific
Economic Cooperation; and
Director and Officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc. Previously Managing Direc-
tor of Morgan Stanley & Co.
Incorpo-
rated.
James W. Grisham Vice President*** Principal of and of Morgan 53 2 N/A ****
1221 Avenue of the Americas (since 1992) Stanley Asset Management Inc.;
New York, NY 10020 and Officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc.
Harold J. Schaaff, Jr. Vice President*** Principal of Morgan Stanley & Co. 34 240 N/A ****
1221 Avenue of the Americas (since 1992) Incorporated; General Counsel
New York, NY 10020 and Secretary of Morgan Stanley
Asset Management Inc.; and
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously associated with
Sullivan & Cromwell.
Joseph P. Stadler Vice President*** Vice President of Morgan Stanley 40 0 N/A 0
1221 Avenue of the Americas (since 1994) Asset Management Inc. and
New York, NY 10020 Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously associated with Price
Waterhouse.
Valerie Y. Lewis Secretary*** Vice President Morgan Stanley 39 0 N/A 0
1221 Avenue of the Americas (since 1992) Asset Management Inc. and
New York, NY 10020 Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously employed by Citicorp.
Hilary D. Toole Assistant Associated with Morgan Stanley 31 0 N/A 0
1221 Avenue of the Americas Secretary*** Asset Management Inc. and
New York, NY 10020 (since 1994) Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Formerly with Womble, Carlyle,
Sandridge & Rice, and Reboul,
MacMurray, Hewitt, Maynard &
Kristol.
James R. Rooney Treasurer*** Assistant Vice President and 36 0 N/A 0
73 Tremont Street (since 1994) Manager of Fund Administration,
Boston, MA 02108 Mutual Funds Service Company and
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously Assistant Vice
President and Manager of Fund
Compliance and Control, Scudder,
Stevens & Clark, Inc.; Audit
Manager, Ernst & Young.
----- ---- ------
All Nominees and Executive Officers as a Group............................................ 244 26 ****
===== ==== ======
</TABLE>
- - ---------------
* "Interested person" within the meaning of the Investment Company Act of
1940. Mr. Biggs is a director and an officer of the Manager. Mr. Whittemore
is an Advising Director of Morgan Stanley & Co. Incorporated, an affiliate
of the Manager, and he is the owner of a beneficial interest in the
Manager. Mr. Olsen is an officer of the Manager. Mr. Levin is an officer of
John A. Levin & Co., Inc., a registered broker-dealer.
** This information has been furnished by each nominee and executive officer.
*** Each officer of the Fund will hold such office until a successor has been
elected by the Board of Directors.
**** Less than 1%.
+ Indicates share equivalents owned by the nominees who are directors and
held in cash accounts by the Fund on their behalf in connection with the
Fee Arrangement.
Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.
6
<PAGE> 9
The following table sets forth the aggregate compensation paid or payable
during the fiscal year ended December 31, 1994, by the Fund to each director,
information as to pension and retirement benefits from the Fund and the total
compensation paid during the fiscal year ending December 31, 1994, to each
director for service on the Board of Directors of the Fund and of other funds
which hold themselves out as related to the Fund for investor or customer
services or for which the Manager or an affiliated person thereof acts as the
investment adviser (collectively, the "Fund Complex").
<TABLE>
<CAPTION>
NUMBER OF
PENSION OR TOTAL FUNDS IN
RETIREMENT COMPENSATION FUND
AGGREGATE BENEFITS ESTIMATED FROM THE COMPLEX
COMPENSATION ACCRUED AS ANNUAL FUND AND FOR WHICH
FROM THE PART OF FUND BENEFITS UPON FUND DIRECTOR
NAME OF DIRECTOR FUND* EXPENSES RETIREMENT COMPLEX SERVES
- - -------------------------------- ------------ ------------ ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Frederick B. Whittemore**....... $ 7,500 None None $ 57,400 5
Warren J. Olsen**............... $ 0 None None $ 0 15***
Beverly Lannquist Hamilton...... $ 10,000 None None $ 10,000 1
James P. Lyle................... $ 7,500 None None $ 8,731 2****
Frederick O. Robertshaw......... $ 8,000 None None $ 30,581 4
R. Charles Tschampion........... $ 6,500 None None $ 6,500 1
</TABLE>
- - ---------------
* None of the directors deferred any compensation during the fiscal year
ended December 31, 1994.
** "Interested person" within the meaning of the Investment Company Act of
1940.
*** During 1994, Mr. Olsen resigned as a director from one of the funds in the
Fund Complex and thus he currently serves as a director to fourteen funds
in the Fund Complex.
**** During 1994, Mr. Lyle terminated his service as a director for the other
fund in the Fund Complex for which he served.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and directors, and persons who own more than ten percent of
a registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The Fund
believes that its officers and directors complied with all applicable filing
requirements for the fiscal year ended December 31, 1994 except that two Form
5 -- Annual Statements of Beneficial Ownership of Securities for each of Messrs.
Schaaff, Olsen and Grisham, each relating to one transaction of the Fund's
shares, were inadvertently filed late by management of the Fund, which had
undertaken to file the forms on their behalf.
The candidates for directors receiving the greatest number of votes at a
meeting at which a quorum is present will be elected. Under the Fund's By-Laws,
the presence in person or by proxy of stockholders entitled to cast a majority
of the votes entitled to be cast thereat shall constitute a quorum. For this
purpose, abstentions and broker non-votes will be counted in determining whether
a quorum is present at the Meeting, but will not be counted as votes cast at the
Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 1.
7
<PAGE> 10
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
A majority of the members of the Board of Directors who are not interested
persons of the Fund has selected Price Waterhouse LLP as independent accountants
for the Fund for the year ending December 31, 1995. The ratification of the
selection of independent accountants is to be voted upon at the Meeting, and it
is intended that the persons named in the accompanying Proxy vote for Price
Waterhouse LLP. Although it is not expected that a representative of Price
Waterhouse LLP will attend the Meeting, a representative will be available by
telephone to respond to shareholder questions, if any.
The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any services normally provided by independent accounting
firms, provided that such services meet any and all of the independence
requirements of the American Institute of Certified Public Accountants and the
Securities and Exchange Commission. In accordance with this policy, the Audit
Committee reviewed and approved all services provided by the independent
accountants prior to their being rendered. The Board of Directors also receives
a report from its Audit Committee relating to all services after they have been
performed by the Fund's independent accountants.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the Meeting, but will not be
counted as votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The only beneficial owners, known to the Fund, of more than 5% of the
outstanding shares of Common Stock of the Fund are the following:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED
AS OF MAY 16,
NAME AND ADDRESS 1995 PERCENT
- - -------------------------------------------------------------- -------------- ------
<S> <C> <C>
General Motors Employees Global Group Pension Trust* 297,840.656 53.40%
c/o Chase Manhattan Bank, National Association, Trustee
1211 Avenue of the Americas, 33rd Floor
New York, New York 10153
Tiger Management Corporation** 37,559.342 6.70%
101 Park Avenue, 47th Floor
New York, New York 10178
International Finance Corporation*** 92,881.986 16.70%
1818 H Street, N.W.
Washington, District of Columbia 20433
KBD Limited Partnership**** 91,305.000 16.40%
First Interstate Bank of Nevada N.A. Trust Department
3800 Howard Hughes Parkway, Suite 2000
Las Vegas, Nevada 89109
RCD Limited Partnership+ 91,305.000 16.40%
First Interstate Bank of Nevada N.A. Trust Department
3800 Howard Hughes Parkway, Suite 2000
Las Vegas, Nevada 89109
Tepe & Co.*** 30,897.952 5.50%
c/o Morgan Stanley Guaranty Trust Company of New York
P.O. Box 1479
Church Street Station
New York, New York 10008
</TABLE>
- - ---------------
* Fund's knowledge based on records available to the Fund and Schedule 13D.
Voting power with respect to such shares is shared with General Motors
Investment Management Corporation and dispositive power with respect to
such shares is shared with the Pension Investment Committee of General
Motors.
** Fund's knowledge based on records available to the Fund and Schedule 13D.
Beneficial ownership of Tiger Management Corporation is due to its position
as general partner of Tiger, which is the record owner of 23,532.335
shares, and Puma, which is the record owner of 9,471.806 shares, and as
investment manager of The Jaguar Fund N.V., which is the record owner of
4,555.201 shares. Voting and dispositive power is not shared.
*** Fund's knowledge based solely on records available to it.
**** Fund's knowledge based records available to the Fund and Schedule 13D. KBD
Corporation, the sole general partner of KBD Limited Partnership, and
Robert C. Dart and William A. Dart, each a 50% shareholder of KBD
Corporation, share voting and dispositive power with respect to such shares
and are beneficial owners due to its or his position.
+ Fund's knowledge based records available to the Fund and Schedule 13D. RCD
Corporation, the sole general partner of RCD Limited Partnership, and
Kenneth B. Dart and William A. Dart, each a 50% shareholder of RCD
Corporation, share voting and dispositive power with respect to such shares
and are beneficial owners due to its or his position.
9
<PAGE> 12
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1996 must be received by the Fund on or before
February 1, 1996 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
ADDRESS OF INVESTMENT ADVISER
The principal office of the Manager is 1221 Avenue of the Americas, New
York, New York 10020.
VALERIE Y. LEWIS
Secretary
Dated: May 31, 1995
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 AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
10
<PAGE> 13
THE BRAZILIAN INVESTMENT FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2.
PLEASE MARK, SIGN AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE
When signing as attorney, executor,
administrator, trustee, guardian or
custodian for a minor, please sign
full title as such. If a
corporation, please sign in full
corporate name by authorized officer
and indicate the signer's office.
If a partnership, please sign in
partnership name.
Date:________________________,1995
----------------------------------
Signature(s) of Stockholder(s)
<PAGE> 14
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes each of them to represent and vote, as
designated below, all stock of the above Company held of record by the
undersigned on May 16, 1995, at the Annual Meeting of Stockholders to be held
on June 26, 1995, and at any adjournment thereof. Said Proxies are directed to
vote or refrain from voting pursuant to the Proxy Statement as checked below
upon the following matters:
<TABLE>
<S> <C> <C> <C>
1. Election of Directors / / FOR all nominees / / WITHHOLD AUTHORITY to vote / / FOR all nominees listed below
listed below for all nominees listed below. except those whose names have
been stricken.
<CAPTION>
(Instructions: To withhold authority to vote for any or all of the nominees, strike a line through the name of such nominee(s)
below.)
Barton M. Biggs, Peter J. Chase, John W. Croghan, David B. Gill, Graham E. Jones, John A. Levin,
William G. Morton, Jr., Warren J. Olsen, R. Charles Tschampion and Frederick B. Whittemore
2. Ratification of the selection of Price Waterhouse LLP as independent accountants.
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
<CAPTION>
3. In the discretion of such proxies, upon any and all other business as may properly come before the meeting or any adjournment
thereof.
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
