____________________________________________________________
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
THE BRAZILIAN INVESTMENT FUND, INC.
-----------------------------------
(Name of Issuer)
THE BRAZILIAN INVESTMENT FUND, INC.
-----------------------------------
(Name of Person Filing Statement)
COMMON STOCK ($.01 PAR VALUE)
-----------------------------
(Title of Class of Securities)
NOT APPLICABLE
-------------------------------------
(CUSIP Number of Class of Securities)
Harold J. Schaaff, Esq.
Vice President
The Brazilian Investment Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
(212) 296-7188
Copy to:
John Baumgardner, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
July 8, 1996
--------------------------
(Date Tender Offer First
Published, Sent or Given to
Security Holders)
____________________________________________________________
____________________________________________________________
<PAGE>
- --------------------------------------------------------------
Transaction Valuation Amount of Filing Fee:
$26,553,566.55* $5,310.71
- --------------------------------------------------------------
* Pursuant to Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended, and Rule 0-11(b)(1)
thereunder, the transaction value was calculated by
multiplying 510,154.977 shares of Common Stock of The
Brazilian Investment Fund, Inc. by $52.05, the Net Asset
Value per share as of 5:00 P.M. July 5, 1996.
__
/__/ Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid:_____________
Form or Registration No.:___________
Filing Party:_______________________
Date Filed:_________________________
-2-
<PAGE>
EXPLANATORY NOTE
Copies of the Offer to Purchase, dated July 8,
1996 and the Letter of Transmittal, among other documents,
have been filed by The Brazilian Investment Fund, Inc. (the
"Company") as Exhibits to this Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement"). Unless otherwise
indicated, all material incorporated by reference in this
Statement in response to items or sub-items of this
Statement is incorporated by reference to the corresponding
caption in the Offer to Purchase, including the information
stated under such captions as being incorporated in response
thereto.
Item 1. Security and Issuer.
-------------------
(a) The Brazilian Investment Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
(b) See the Introduction Section and Section 1.
No securities are to be purchased from any
officer, director or affiliate of the issuer.
(c) See the Introduction Section and Section 6.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) See Section 8.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or
----------------------------------------
Proposals of the Issuer or Affiliate.
------------------------------------
See the Introduction Section, Section 7 and
Section 8.
Item 4. Interest in Securities of the Issuer.
------------------------------------
See Section 10.
-3-
<PAGE>
Item 5. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships With Respect to the Issuer's
------------------------------------------
Securities.
----------
See Section 10.
Item 6. Persons Retained, Employed or to be Compensated.
-----------------------------------------------
Not applicable.
Item 7. Financial Information.
---------------------
(a) See Exhibit A to the Offer to
Purchase dated July 8, 1996.
(b) Not applicable.
Item 8. Additional Information.
----------------------
(a) Not applicable.
(b) See Section 11.
(c) Not applicable.
(d) Not applicable.
(e) See Exhibits (a)(1) and (a)(2).
Item 9. Material to be Filed as Exhibits.
--------------------------------
Exhibit No. Description
- ---------- ------------
(a)(1) Offer to Purchase, dated
July 8, 1996.
(a)(2) Letter of Transmittal to holders of
Common Stock.
(a)(3) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other
Nominees.
-4-
<PAGE>
(a)(4) Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Guidelines of the Internal Revenue
Service for Certification of Taxpayer
Identification Number.
(a)(6) Letter to Shareholders, dated
July 8, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
-5-
<PAGE>
SIGNATURE
---------
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 8, 1996
THE BRAZILIAN INVESTMENT FUND, INC.
By /s/ James R. Rooney
------------------------------------
James R. Rooney
Treasurer
-6-
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
- ---------- -----------
(a)(1) Offer to Purchase, dated July 8, 1996.
(a)(2) Letter of Transmittal to holders of
Common Stock.
(a)(3) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other
Nominees.
(a)(4) Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Guidelines of the Internal Revenue
Service for Certification of Taxpayer
Identification Number.
(a)(6) Letter to Shareholders, dated
July 8, 1996.
Offer to Purchase for Cash
by
The Brazilian Investment Fund, Inc.
up to 510,154.977 Shares of its Common Stock
at
a Price Net Per Share Equal to the Net Asset Value Per Share
_________________
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON AUGUST 5, 1996
UNLESS THE OFFER IS EXTENDED.
________________
THIS OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
NO MORE THAN 510,154.977 SHARES BEING TENDERED AND NOT
WITHDRAWN AS OF THE EXPIRATION DATE (AS HEREINAFTER
DEFINED). IF MORE THAN 510,154.977 SHARES ARE TENDERED, THE
FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND,
PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF
INCORPORATION, THE BOARD OF DIRECTORS OF THE FUND SHALL
CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF
LIQUIDATION OF THE FUND.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR
MORGAN STANLEY ASSET MANAGEMENT INC. (THE INVESTMENT ADVISER
TO THE FUND) NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING SHARES. THE FUND HAS BEEN ADVISED
THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO
TENDER ANY SHARES PURSUANT TO THE OFFER.
IMPORTANT
Any shareholder desiring to tender all or any
portion of his shares of Common Stock of the Fund
should either (1) complete and sign the Letter of Transmittal
or a facsimile thereof in accordance with the instructions
in the Letter of Transmittal, and mail or deliver the
Letter of Transmittal or such facsimile with his
certificates for the tendered Shares if such Shareholder has
been issued physical certificates, signature guarantees for
all shareholders tendering uncertificated Shares and any
other required documents to the Depository,
or (2) request his broker, dealer, commercial bank, trust company
or other nominee to effect the transaction for him.
Shareholders having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other
nominee are urged to contact such broker, dealer,
commercial bank, trust company or other nominee if they
desire to tender Shares so registered.
<PAGE>
Questions and requests for assistance may be
directed to the Depository in the manner set forth on page
17 of this Offer to Purchase. Requests for additional
copies of this Offer to Purchase and the Letter of Transmittal
may also be directed to the Depository.
July 8, 1996
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION
ON BEHALF OF THE FUND OR MORGAN STANLEY ASSET MANAGEMENT INC.
AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE,
ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND.
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
------- ----
1. Terms of the Offer; Expiration Date 2
2. Acceptance for Payment and
Payment for Shares 3
3. Procedure for Tendering Shares 4
4. Rights of Withdrawal 6
5. Certain United States Federal Income Tax
Consequences of the Offer 6
6. Price Range of Shares; Dividends 9
7. Purpose of the Offer; Certain Effects of
the Offer 9
8. Source and Amount of Funds 10
9. Certain Information Concerning
the Fund 11
10. Interest of Directors and Executive
Officers; Transactions and Arrangements
Concerning the Shares 12
11. Certain Legal Matters; Regulatory
Approvals 12
12. Certain Conditions of the Offer 13
13. Fees and Expenses 15
14. Miscellaneous 15
<PAGE>
To the Holders of Common Stock of The Brazilian Investment
- -----------------------------------------------------------
Fund, Inc.:
- -----------
The Brazilian Investment Fund, Inc., a
Maryland corporation (the "Fund"), hereby offers to purchase
510,154.977 shares of its Common Stock, par value $.01 per share
(the "Shares"), at a price per Share, net to the seller in
cash, equal to the net asset value in U.S. dollars ("NAV") per
share as of 5:00 P.M., New York City time on the Expiration
Date (as herein defined) upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the
related Letter of Trans mittal (which together constitute the
"Offer").
THE OFFER IS CONDITIONED UPON NO MORE THAN
510,154.977 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF
THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN
OTHER CONDITIONS. SEE SECTION 12.
THIS OFFER IS BEING MADE PURSUANT TO ARTICLE
ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE
ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S
COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC
OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN
510,154.977 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY
SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE
BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS
MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR
MORGAN STANLEY ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER")
NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED
THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
As of July 5, 1996, there was outstanding
1,020,309.954 Shares. As of June 30, 1996, there was approximately
57 holders of record of Shares. The Shares are not currently
publicly traded. On July 5, 1996, the NAV per Share was
$52.05. Shareholders are urged to contact Chase Global Funds
Services Company (the "Depository") at (800) 221-6726 to
obtain current NAV quotations for the Shares.
See Section 6. Pursuant to the requirements of Article
Eleventh, the Fund currently
<PAGE>
intends each quarter to make a tender offer for its
shares of Common Stock at a price per share equal to the then
current NAV.
Any Shares acquired by the Fund pursuant to the
Offer will become treasury Shares and will be available for
issuance by the Fund without further shareholder action
(except as required by applicable law). Tendering shareholders
will not be obligated to pay brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by the Fund.
1. Terms of the Offer; Expiration Date. Upon
the terms and subject to the conditions set forth in the
Offer (including, if the Offer is extended or amended, the
terms and conditions of such extension or amendment), the Fund
will accept for payment, and pay for, all Shares validly
tendered on or prior to the Expiration Date (as herein
defined) and not withdrawn as permitted by Section 4. The
term "Expiration Date" means 12:00 Midnight, New York City
time, on August 5, 1996, unless and until the Fund, in its
sole discretion, shall have extended the period for which the
Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date on which the Offer, as so
extended by the Fund, shall expire.
The Fund expressly reserves the right, in its
sole discretion, at any time or from time to time, to
extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the
Depository. Any such extension will also be publicly
announced by press release issued no later than 9:00 A.M., New
York City time, on the next business day after the previously
scheduled Expiration Date.
The Fund confirms that if it makes a material change
in the terms of the Offer or the information concerning the
Offer, or if it waives a material condition of the Offer, the
Fund will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
During any extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering shareholder to withdraw
his Shares. See Section 4.
Subject to the applicable regulations of the
Securities and Exchange Commission (the "Commission"),
the Fund also expressly reserves the right, in its sole
discretion, at any time or from time to time (i) to delay
acceptance for payment of, or, regardless
of whether such Shares were therefore accepted for
payment, payment for,
-2-
<PAGE>
any Shares or to terminate the Offer and not accept for
payment or pay for any Shares not therefore accepted for
payment, or paid for, upon the occurrence of any of the
conditions specified in Section 12 and (ii) waive any
condition or otherwise amend the Offer in any respect, by
giving oral or written notice of such delay, termination or
amendment to the Depository and by making a public announcement
thereof. The Fund confirms that its reservation of the right
to delay payment for Shares which it has accepted for payment
is limited by Rule 13e-4(f)(5) under the Exchange Act, which
requires that a tender offer or pay the consideration offered
or return the tendered securities promptly after the termination
or withdrawal of a tender offer. If, following the Expiration Date,
the Fund is permitted under applicable law to delay acceptance for
payment of or payment for Shares and does so, the Fund may
not thereafter assert conditions to the Offer to delay or
avoid acceptance for payment of or payment for Shares except
to the extent permitted by applicable law. The Fund has been
advised by the Staff of the Commission that the Exchange Act
and the rules and regulations promulgated thereunder require that
all conditions to the Offer, other than the receipt of certain governmental
approvals, must be satisfied or waived prior to the Expiration
Date.
Any extension, delay, termination or amendment will
be followed as promptly as practicable by public
announcement thereof, such announcement in the case of an
extension to be issued no later than 9:00 A.M., New York
City time, on the next business day after the previously
scheduled Expiration Date. Subject to applicable law
(including Rule 13e-4(e)(2) under the Exchange Act, which
requires that any material change in the information
published, sent or given to shareholders
in connection with the Offer be promptly disseminated
to shareholders in a manner reasonably designed to
inform shareholders of such change) and without limiting the
manner in which the Fund may choose to make any public announcement,
the Fund shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than
by making a release to the Dow Jones News Service.
2. Acceptance for Payment and Payment for Shares.
Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the
Fund will accept for payment, and will pay for, all Shares that are
validly tendered and not withdrawn as promptly as practicable
after the Expiration Date. Subject to applicable rules of the Commission,
the Fund expressly reserves the right to delay acceptance
for payment of, or payment for, Shares in order to comply, in
whole or in part, with any applicable law. See
-3-
<PAGE>
Section 1. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after
timely receipt by the Depository of certificates for such
Shares (unless such Shares are held in uncertificated form),
a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other required documents.
For purposes of the Offer, the Fund will be deemed
to have accepted for payment Shares validly tendered and
not withdrawn as, if and when the Fund gives oral or written
notice to the Depository of its acceptance for payment of such
Shares pursuant to the Offer. Payment for Shares accepted for
payment pursuant to the Offer will be made by deposit of the
aggregate purchase price therefor with the Depository, which
will act as agent for the tendering shareholders for
purpose of receiving payments from the Fund and
transmitting such payments to the tendering shareholders.
Under no circumstances will interest on the purchase price for
Shares be paid, regardless of any delay in making such payment.
If any tendered Shares are not accepted for
payment pursuant to the terms and conditions of the Offer for
any reason, or if certificates are submitted for more
Shares than are tendered, certificates for such
unpurchased Shares will be returned, without expense to the
tendering shareholder, as soon as practicable following
expiration or termination of the Offer.
3. Procedure for Tendering Shares. For a
shareholder validly to tender Shares pursuant to the
Offer, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required
signature guarantees and any other required documents, must be
transmitted to and received by the Depository at one of its
addresses set forth on page 17 of this Offer to Purchase and,
if such shareholder's tendered Shares are represented by
certificates, the certificates for the tendered Shares
must be received by the Depository at such address, in
each case prior to the Expiration Date.
Signatures on Letters of Transmittal must be
guaranteed by a firm which is a member of a registered
national securities exchange or of the National Association
of Securities Dealers, Inc. (the "NASD") or by a commercial
bank or trust company having an office, branch or agency in
the United States (an "Eligible Institution") in cases where
Shares held in uncertificated form are tendered. If the
certificates are registered in the name of a person other
than the signer of the Letter of Transmittal the certificates
must be endorsed or accompanied by appropriate stock powers, in
either case signed
-4-
<PAGE>
exactly as the name or names of the registered owner or owners
appear on the certificates, with the signature(s) on the
certificates or stock powers guaranteed as aforesaid. The method
of delivery of all required documents is at the election and
risk of each tendering shareholder. If delivery is by mail,
registered mail with return receipt requested, properly insured,
is recommended.
To prevent United States federal income tax
backup withholding with respect to the purchase price of
Shares purchased pursuant to the Offer, a shareholder who
does not otherwise establish an exemption from such backup
withholding must provide the Depository with his
correct taxpayer identification number and certify that
he is not subject to backup withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal.
Foreign shareholders who have not previously submitted a Form W-8
to the Fund must do so in order to avoid backup withholding.
See Section 5.
All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by the
Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject
any and all tenders of Shares it determines not to be in proper
form or the acceptance for payment of which may, in the opinion
of its counsel, be unlawful. The Fund also reserves the absolute
right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any Shares. No tender
of Shares will be deemed to have been validly made until all defects
and irregularities have been cured or waived. None of the Fund,
the Investment Adviser, the Depository or any other person will be under any
duty to give notification of any defects or irregularities in
tenders or will incur any liability for failure to give any
such notification. The Fund's interpretation of the terms
and conditions of the Offer (including the Letter of
Transmittal and instructions thereto) will be final and
binding.
In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depository of certificates for such
Shares (unless such Shares are held in uncertificated form),
properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof) and any other required
documents.
The tender of Shares pursuant to any of the
procedures described above will constitute an agreement
between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer.
-5-
<PAGE>
4. Rights of Withdrawal. Tenders of Shares made
pursuant to the Offer are irrevocable except that Shares
tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date, and, unless therefore accepted
for payment by the Fund pursuant to the Offer, may also be
withdrawn at any time after September 3, 1996.
To be effective, a written, telegraphic, telex
or facsimile transmission notice of withdrawal must be
timely received by the Depository at one of its addresses set
forth on page 17 of this Offer to Purchase. Any notice of
withdrawal must specify the name of the person having tendered
the Shares to be withdrawn, the number of Shares to be
withdrawn and the names in which the Shares to be
withdrawn are registered. The signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution. If
certificates have been delivered to the Depository, the name
of the registered holder and the serial numbers of the
particular certificates evidencing the Shares withdrawn must
also be furnished to the Depository as aforesaid prior to
the physical release of such certificates. All questions as
to the form and validity (including time of receipt) of any notice of
withdrawal will be determined by the Fund, in its sole
discretion, which determination shall be final and binding.
None of the Fund, the Investment Adviser, the Depository, or
any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give such notification.
Any Shares properly withdrawn will be deemed not to have
been validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by following the
procedures described in Section 3 at any time prior to the
Expiration Date.
If the Fund is delayed in its acceptance for payment
of Shares, or is unable to accept for payment Shares
tendered pursuant to the Offer, for any reason, then, without
prejudice to the Fund's rights under this Offer, the Depository
may, nevertheless, on behalf of the Fund, retain tendered Shares,
and such Shares may not be withdrawn except to the extent
that tendering shareholders are entitled to withdrawal rights
as set forth in this Section 4.
5. Certain United States Federal Income Tax
Consequences of the Offer. The discussion below is a summary
of the material United States federal income tax consequences
of a sale of Shares pursuant to the Offer. Certain
shareholders (including insurance companies, tax-exempt
organizations and financial institutions or broker-dealers)
may be subject to special rules not discussed below.
-6-
<PAGE>
The sale of Shares pursuant to the Offer will
be treated as a "sale or exchange" if the sale (a) is
"not essentially equivalent to a dividend" with respect
to the shareholder, (b) is "substantially disproportionate"
with respect to the shareholder, or (c) results in a "complete
termination" of all of the shareholder's interest in the
Fund. In determining whether any of these tests is met, Shares
considered to be owned by the shareholder by reason of
certain constructive ownership rules, as well as Shares
actually owned, will be taken into account. Thus,
a shareholder may be deemed to own Shares
actually owned, and in some cases constructively owned,
by certain related individuals and certain entities in which
the shareholder has an interest (or which have an interest
in the shareholder) and Shares which such shareholder has the
right to acquire by exercise of an option. In addition, each
shareholder should be aware that, under certain
circumstances, a sale or purchase of Shares contemporaneous
with the Offer may be taken into account in determining
whether any of the tests is satisfied.
Whether a sale will be "not essentially equivalent to
a dividend" with respect to any shareholder will depend on
the shareholder's facts and circumstances and on the
response of other shareholders to the Offer, but will, in any
event, require a "meaningful reduction" in a shareholder's
interest in the Fund. The sale of Shares by a shareholder
will be "substantially disproportionate" with respect to such
shareholder if after the sale (i) the percentage of the
outstanding Shares that the shareholder actually and
constructively owns is less than 80% of the percentage of
the outstanding Shares actually and
constructively owned by such shareholder immediately before
the sale, and (ii) the shareholder owns less than 50%
of the outstanding Shares. Finally, if a shareholder sells
all the Shares actually owned by him, such shareholder may be
eligible to waive certain constructive ownership provisions
and, thus, meet the requirements for a "complete termination"
of his interest in the Fund.
If any of the above tests is satisfied, the
shareholder will recognize gain (or loss) in the amount by
which the purchase price received by the shareholder
pursuant to the Offer is greater (or less) than the
shareholder's tax basis in the Shares sold. Such gain (or
loss) will be capital gain (or loss) if the Shares are held
as a capital asset and will be long-term capital gain (or
loss) if the Shares have been held for more than one year.
However, any such loss will be treated as a long-term
capital loss to the extent of any long-term capital
gain dividends and undistributed long-term capital gains
included in income by the shareholder with respect to such
Shares, if the Shares have been held for 6 months or less.
-7-
<PAGE>
Additionally, any such loss will be disallowed to the extent
the Shares sold are replaced within the 61-day period
beginning 30 days before the Shares are sold, and the
disallowed loss will be reflected in an adjustment to the
basis of the Shares acquired.
If none of the above tests is satisfied, (i)
the shareholder will be treated as having received a dividend
in the amount of the cash received for the Shares sold
pursuant to the Offer, assuming that the Fund's current or
accumulated earnings and profits equal or exceed the cash
paid to shareholders which is treated as a dividend and (ii)
the shareholder's tax basis in the Shares sold to the Fund
will be transferred to any remaining Shares held by the shareholder.
If the shareholder does not actually own any remaining Shares,
such shareholder may be permitted to transfer such basis to
Shares owned by a related person or may lose such basis entirely.
The amount treated as a dividend will not be eligible for the
dividends-received deduction allowed to domestic corporate shareholders.
The Depository may be required to backup
withhold United States federal income tax at the rate of 31% of
the gross payment made pursuant to the Offer to shareholders
who fail to provide their correct taxpayer identification
number or to make required certifications, or who have
been notified by the Internal Revenue Service that they
are subject to backup withholding. Corporate shareholders
and certain other shareholders are exempt from
such backup withholding. Any amounts withheld may be credited
against a shareholder's United States federal income tax liability.
The Depository will withhold 30% of the gross
payment to a shareholder that is a nonresident alien
individual, fiduciary of a foreign trust or estate, foreign
corporation or foreign partnership (a "foreign shareholder")
unless the Depository determines that a reduced rate of withholding or
an exemption from withholding is applicable pursuant to
an applicable income tax treaty. (Exemption from backup
withholding does not exempt a foreign shareholder from the 30%
withholding). The Depository will determine a shareholder's
status as a foreign shareholder and eligibility for a
reduced rate of, or an exemption from, withholding, by
reference to the shareholder's address and to any valid
certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding, unless
facts and circumstances indicate that such reliance is not
warranted. A foreign shareholder that has not previously
submitted the appropriate certificates or statements with
respect to a reduced rate of, or exemption from, withholding
for which such shareholder may be eligible should consider
doing so in
-8-
<PAGE>
order to avoid over-withholding. A foreign shareholder may be
eligible to obtain a refund of tax withheld if such shareholder
meets one of the three tests for sale or exchange treatment
described above or is otherwise able to establish that no tax,
or a reduced amount of tax, was due.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION
SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE SALE
OF SHARES PURSUANT TO THE OFFER, INCLUDING THE APPLICATION
AND EFFECT OF STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND
ANY POSSIBLE CHANGES IN TAX LAWS.
6. Price Range of Shares; Dividends. The Shares
are not currently publicly traded. During the past two years
the NAVs per Share as of 5:00 P.M. on the last day of each
of the Fund's fiscal quarters are as follows:
June 30, 1994 $89.21
September 30, 1994 $154.78
December 31, 1994 $129.97
March 31, 1995 $57.82
June 30, 1995 $68.06
September 30, 1995 $73.96
December 31, 1995 $64.14
March 31, 1996 $40.92
June 30, 1996 $50.25
The NAV per Share as of 5:00 P.M., July 5, 1996 was
$52.05 per Share.
IT IS ANTICIPATED THAT NO CASH DIVIDEND WILL
BE DECLARED BY THE BOARD OF DIRECTORS WITH A RECORD DATE
OCCURRING BEFORE THE EXPIRATION OF THE OFFER AND THAT,
ACCORDINGLY, HOLDERS OF SHARES PURCHASED PURSUANT TO THE
OFFER WILL NOT RECEIVE ANY SUCH DIVIDEND WITH RESPECT TO
SUCH SHARES. THE AMOUNT AND FREQUENCY OF DIVIDENDS IN THE
FUTURE WILL DEPEND ON CIRCUMSTANCES EXISTING AT THAT TIME.
7. Purpose of the Offer; Certain Effects of the
Offer. The purpose of the Offer is to fulfill the Fund's
obligation pursuant to Article Eleventh. Article Eleventh
provides for so long as the Shares are not listed on a stock
exchange, the Fund must make a tender offer, on the Monday
following the first Friday of each of
-9-
<PAGE>
January, April, July and October, to purchase all of the outstanding
Shares at a price per Share equal to the NAV per Share. Pursuant to
Article Eleventh, in the event that 50% or more of the then
outstanding Shares are tendered in any one tender offer, the
Fund shall not purchase any Shares in the tender offer and
the Fund's Board of Directors shall convene a shareholders'
meeting to consider a resolution to liquidate the Fund.
Any Shares acquired by the Fund pursuant to the
Offer will become treasury Shares and will be available for
issuance by the Fund without further shareholder action
(except as required by applicable law or the rules of national
securities exchanges on which the Shares are listed).
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR
THE INVESTMENT ADVISER NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S
SHARES AND NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO
MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED
TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER,
CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR
OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE OR PRICES.
8. Source and Amount of Funds. If 510,154.977
Shares were to be purchased pursuant to the Offer, the cost to
the Fund (excluding expenses) would be approximately $26,553,566.55
based on a NAV per Share of $52.05 as of July 5, 1996. The
actual cost to the Fund cannot be determined at this time
because the number of Shares to be purchased will depend
on the number tendered, and the price will be based on the
NAV per Share on the Expiration Date, which may be more or less
than $52.05.
The monies to be used by the Fund to purchase
Shares pursuant to the Offer will be obtained from cash and
from sales of securities in the investment portfolios of the
Fund and BIFFundo de Investimento-Capital Estrangeiro
(the "Investment Fund"). The selection of which portfolio
securities to sell will be governed by principles of prudent
portfolio management, taking into account investment merit,
relative liquidity and applicable legal requirements. In
accordance with its stated investment policies, the Fund has
concentrated its investments in the equity securities of
companies that are registered with the Commisao de Valores
Mobili rios, the Brazilian Securities Commission. The
Brazilian securities markets are subject to price volatility
and limited liquidity. If the Fund must sell a substantial
amount of portfolio
-10-
<PAGE>
securities to raise cash, the market prices
of portfolio securities, and hence the Fund's net asset value,
can be expected to decline. If such a decline occurs, the
Fund cannot predict what its magnitude might be, or whether
such a decline would be temporary or continue to the
Expiration Date. Because the Fund's tender offer price is
dependent upon NAV per Share as determined on the Expiration
Date, if such a decline continued to the Expiration Date, the
consideration received by a tendering shareholder would be
reduced.
The Fund will sell portfolio securities during
the pendency of the Offer to raise cash for the purchase of
Shares. Thus, during the pendency of the Offer, and possibly
for a short time thereafter, the Fund will hold a greater
than normal percentage of its net assets in cash and cash
equivalents. The Fund is required by law to pay for tendered
Shares it accepts for payment promptly after the Expiration
Date of this Offer. Because the Fund will not know the number
of Shares tendered until the Expiration Date, the Fund will not
know until the Expiration Date the amount of cash required to
pay for such Shares. If on or prior to the Expiration Date
the Fund does not have, or believes it is unlikely to have,
sufficient cash to pay for all Shares tendered, it may
extend the Offer to allow additional time to sell portfolio
securities and raise sufficient cash. As of January 5, 1996, the
Fund had no position in cash and cash equivalents.
If the Fund purchases a substantial number of
Shares pursuant to the Offer, the net assets of the Fund
would be reduced accordingly. In such case the Fund would
have a higher expense ratio and possibly less investment
flexibility than it currently has.
9. Certain Information Concerning the Fund. The
Fund is a non-diversified, closed-end management investment
company incorporated under the laws of the State of
Maryland and registered under the Investment Company Act
of 1940. Its investment objective is long-term capital appreciation
through investment primarily in equity securities of Brazilian
companies.
Exhibit A to this Offer contains the Fund's
audited financial statements for the fiscal years ended
December 31, 1994 and December 31, 1995 and unaudited financial
statements for the fiscal quarter from January 1, 1996 to
March 31, 1996.
The Fund is subject to the information and
reporting requirements of the Investment Company Act of
1940 and in accordance therewith is obligated to file
reports and other information with the Commission
relating to its business, financial condition and other
-11-
<PAGE>
matters. The Fund has also filed an Issuer Tender Offer
Statement on Schedule 13E-4 with the Commission. Such
reports and other information should be
available for inspection at the public reference room at
the Commission's office 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C., and also should be available for
inspection and copying at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois; 7 World Trade Center,
New York, New York. Copies may be obtained, by mail, upon
payment of the Commission's customary charges, by writing to
its principal office at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549.
10. Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares.
Neither the Fund nor any subsidiary of the Fund nor, to the
best of the Fund's knowledge, any of the Fund's
executive officers or directors or associates of any of the
foregoing, has effected any transaction in Shares during the
past 40 business days.
Except as set forth in this Offer to Purchase,
neither the Fund, nor, to the best of the Fund's knowledge,
any of the Fund's executive officers or directors, or any of
the executive officers or directors of any of its subsidiaries,
is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly
to the Offer with respect to any securities of the Fund, including, but
not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any
such securities, joint ven tures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties
against loss or the giving or withholding of proxies,
consents or authorizations.
11. Certain Legal Matters; Regulatory Approvals. The Fund's
investment in Brazilian securities has been registered
as foreign investment with the Central Bank of Brazil, which
has issued a Certificate of Registration for the foreign
currency value of such investment. Based on the Certificate of
Registration, the Fund's current investment in
Brazilian securities may be repatriated in order to permit the Fund
to purchase Shares in the Offer. The Fund is not aware of
any approval or other action by any government or
governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Fund as contemplated
herein. Should any such approval or other action be required,
the Fund presently contemplates that such approval or other action
will be sought. The Fund is unable to predict whether it may determine
that it is
-12-
<PAGE>
required to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the
outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be
obtained without substantial conditions or that the failure
to obtain any such approval or other action might not
result in adverse consequences to the Fund's business. The
Fund's obligations under the Offer to accept for payment
and pay for Shares are subject to certain conditions. See
Section 12.
12. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer except as
otherwise provided in Section 1, the Fund shall not be
required to accept for payment or pay for any Shares, may
postpone the acceptance for payment of, or payment for,
tendered Shares, and may, in its sole discretion,
terminate or amend the Offer as to any Shares not then paid
for if (i) more than 510,154.977 Shares are tendered and not
withdrawn as of the Expiration Date, or (ii) in the
judgment of the Investment Adviser, the assets of the Fund
are not sufficiently liquid to fund the purchase of the Shares
in the Offer, or (iii) the Fund would not be able to liquidate
portfolio securities in a manner that is orderly and
consistent with the Fund's investment objectives and
policies in order to purchase Shares tendered pursuant to the
Offer, or (iv) at or prior to the time of payment for any
such Shares (whether or not any Shares have therefore been
accepted for payment or paid for pursuant to the Offer), any
of the following events shall occur:
(a) there shall be threatened,
instituted or pending any action, proceeding or
application before any court or governmental
authority or other regulatory or administrative
agency or commission, domestic or foreign, by any
government or governmental authority or other
regulatory or administrative agency or commission,
domestic or foreign, or by any other person,
domestic or foreign challenging the acquisition by
the Fund of the Shares or seeking to restrain,
delay or prohibit the making of the Offer, or the
acceptance for payment, purchase of, or payment
for, some or all of the Shares or resulting in a
delay in, or restricting, the ability of the Fund,
or rendering the Fund unable, to accept for
payment, purchase or pay for some or all of the
Shares, or otherwise directly or indirectly
relating in any manner to or affecting the Offer;
or
-13-
<PAGE>
(b) any statute, rule, regulation or order
or injunction shall be sought, proposed,
enacted, promulgated, entered, enforced or deemed
or become applicable to the Offer or any other
action shall have been taken, proposed or threatened,
by any government, governmental authority or
other regulatory or administrative agency or
commission or court, or any other person, domestic
or foreign, that, in the sole judgment of the
Fund, might, directly or indirectly, result in any
of the consequences referred to in paragraph (a)
above; or
(c) there shall have occurred
(i) any general suspension of, or limitation on
times or prices for, trading in securities on any
national securities exchange or in the over-the
counter market or in any securities exchange in
Brazil, (ii) a declaration of a banking moratorium
or any suspension of payments in respect of banks
in the United States or Brazil, (iii) a
commencement of a war, armed hostilities or other
international or national calamity directly or
indirectly involving the United States or Brazil,
(iv) any limitation (whether or not mandatory) by
any governmental authority on, or any other event
which, in the sole judgment of the Fund, might
affect, the extension of credit by banks or other
lending institutions or foreign currency
transactions by such institutions or (v) in the
case of any of the foregoing existing at the time
of the commencement of the Offer, in the sole
judgment of the Fund, a material acceleration or
worsening thereof; or
(d) any change (or any condition,
event or development involving a prospective
change) shall have occurred or be threatened in
the general economic, financial, currency exchange
or market conditions in the United States, in
Brazil or abroad that, in the sole judgment of the
Fund, has or may have a material adverse effect
upon the value of the assets of the Fund; or
(e) any other event shall have
occurred or condition shall exist which in the
judgment of the Fund would have a material adverse
effect on the Fund, its assets or its shareholders
or any such
-14-
<PAGE>
event will occur or such condition shall exist if
the Fund were to purchase Shares in the Offer
which in the sole judgment of the Fund with respect to each and
every matter referred to above and regardless of the circum
stances (including any action or inaction by the Fund) giving
rise to any such condition, makes it inadvisable to proceed with
the Offer or with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of
the Fund and may be asserted by the Fund regardless of the circum
stances (including any action or inaction by the Fund) giving
rise to any such conditions or may be waived by the Fund in whole
or in part at any time and from time to time in its sole
discretion. The failure by the Fund at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time. Any
determination by the Fund concerning the events described in this
Section shall be final and binding on all parties.
A public announcement shall be made of a material
change in, or waiver of, such conditions, and the Offer may, in
certain circumstances, be extended in connection with any such
change or waiver.
13. Fees and Expenses. The Depository is not charging
compensation for its services in connection with the Offer. The
Fund has agreed to indemnify the Depository against certain
liabilities and expenses in connection with the Offer, including
liabilities under the federal securities laws. Brokers, dealers,
commercial banks and trust companies will be reimbursed by the
Fund for customary mailing and handling expenses incurred by them
in forwarding material to their customers.
Chase Global Funds Services Company, which is the
Depository for the Offer, is an affiliate of Chase Manhattan
Bank, N.A.("Chase"), which provides administrative services to the
Fund pursuant to an Administration Agreement. As part of such
agreement, the Fund has agreed to pay to Chase an annual fee
of $75,000 plus .08% of the average weekly net assets of the
Fund, computed weekly and payable monthly.
14. Miscellaneous. The Offer is not being made to
(nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws
of such
-15-
<PAGE>
jurisdiction. The Fund may, in its sole discretion, take
such action as it may deem necessary to make the Offer in any
such jurisdiction.
The Fund is not aware of any jurisdiction in which the
making of the Offer or the acceptance of Shares in connection
therewith would not be in compliance with the laws of such
jurisdiction. Consequently, the Offer is currently being made to
all holders of Shares. However, the Fund reserves the right to
exclude shareholders in any jurisdiction in which it is asserted
that the Offer cannot lawfully be made. So long as the Fund
makes a good faith effort to comply with any state law deemed
applicable to the Offer, the Fund believes that the exclusion of
shareholders residing in such jurisdiction is permitted under
Rule 13e-4(f)(9) promulgated under the Exchange Act.
The Fund has filed with the Commission an Issuer Tender
Offer Statement on Schedule l3E-4 pursuant to Section 13(e)(1) of
the Exchange Act and Rule l3e-4 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional
information with respect to the Offer, and may file amendments
thereto. Such Statement and any amendments thereto, including
exhibits, may be examined and copies may be obtained from the
principal office of the Commission in Washington, D.C. in the
manner set forth in Section 9.
No person has been authorized to give any information
or make any representation on behalf of the Fund not contained in
this Offer to Purchase or in the Letter of Transmittal and, if
given or made, such information or representation must not be
relied upon as having been authorized.
THE BRAZILIAN INVESTMENT FUND, INC.
July 8, 1996
-16-
<PAGE>
Facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for the Shares
and any other required documents should be sent by each
shareholder of the Fund or his broker-dealer, commercial bank,
trust company or other nominee to the Depository as follows:
The Depository for the Offer is:
--------------------------------
Chase Global Funds Services Company
By Mail, Overnight Courier or Hand:
-----------------------------------
73 Tremont Street
Boston, MA 02108-3913
By Facsimile Transmission: Confirm by Telephone:
-------------------------- ---------------------
(617) 557-8697 (800) 221-6726
Any questions or requests for assistance or additional
copies of the Offer to Purchase and the Letter of Transmittal may
be directed to Susan DiBona at the Depository at the following
telephone number: (800) 221-6726. You may also contact your
broker, dealer, commercial bank or trust company or other nominee
for assistance concerning the Offer.
-17-
<PAGE>
The Brazilian Investment Fund, Inc.
Investment Summary as of March 31, 1996
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
HISTORICAL
INFORMATION (UNAUDITED)
TOTAL RETURN (%)
------------------------------------------------
NET ASSET VALUE (2) INDEX (1)(3)
----------------------- -----------------------
AVERAGE AVERAGE
CUMULATIVE ANNUAL CUMULATIVE ANNUAL
----------------------- -----------------------
<S> <C> <C> <C> <C>
FISCAL YEAR TO DATE 13.42% -- 10.62% --
ONE YEAR 31.09 31.09% 28.45 28.45%
SINCE INCEPTION* 167.23 22.58 210.21 26.36
</TABLE>
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- -----------------------------------------------------------------------------
RETURNS AND PER SHARE INFORMATION
A BAR CHART REFLECTING THE DATA BELOW IS REFLECTED HERE.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31: THREE MONTHS
1991* 1992 1993 1994 1995 ENDED 3/31/96 (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Per Share
$ 63.31 $ 55.28 $ 83.58 $ 129.97 $ 64.14 $ 40.92
Income Dividends
- - - $ 1.80 -
Capital Gains Distributions
- - $ 7.06 $ 6.65 $ 37.73 $ 29.97
Fund Total Return (2)
26.62% -12.68% 72.52% 68.32% -26.61% 13.42%
Index Total Return (1)(3)**
3.48% 0.32% 99.45% 69.83% -20.24% 10.62%
</TABLE>
(1) Assumes dividends and distributions, if any, were reinvested.
(2) Total investment return based on per share net asset value reflects
the effects of changes in net asset value on the performance of the Fund
during each period, and assumes dividends and distributions, if
any, were reinvested. The Fund's shares are issued in a private
placement and not traded; therefore, market value total investment return
is not calculated.
(3) IFC Total Return Index for Brazil.
* The Fund commenced operations on June 4, 1991.
** Unaudited.
5
<PAGE>
The Brazilian Investment Fund, Inc.
Portfolio Summary as of March 31, 1996 (Unaudited)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
PORTFOLIO INVESTMENTS DIVERSIFICATION
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
Equity Securities 97.4%
Short-Term Investments 2.6%
</TABLE>
- -----------------------------------------------------------------------------
SECTORS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
Banking 10.3%
Beverages & Tobacco 11.0%
Energy Sources 8.6%
Food & Household Products 5.6%
Merchandising 8.3%
Metals -- Non-Ferrous 3.3%
Telecommunications 24.3%
Utilities - Electrical &
Gas 17.2%
Other 11.4%
</TABLE>
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
TEN LARGEST HOLDINGS
PERCENT OF NET
ASSETS
---------------
<C> <S> <C>
1. Telebras 23.8%
2. Eletrobras 11.7
3. Brahma 11.0
4. Petrobras 8.6
5. Lojas Renner 7.1
<CAPTION>
PERCENT OF NET
ASSETS
---------------
<C> <S> <C>
6. Banco Bradesco 5.1%
7. CIA Brasileira ADR 4.9
8. Cemig S.A. 4.9
9. Banco Itau 4.9
10. CVRD 3.3
---
85.3%
---
---
</TABLE>
- -----------------------------------------------------------------------------
6
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1996
<TABLE>
<CAPTION>
VALUE
SHARES (000)
<S> <C> <C>
- ---------------------------------------------------------
- ------------
BRAZILIAN INVESTMENT FUND (96.9%)
- --------------------------------------------------
- ----------
BRAZILIAN NON-VOTING PREFERRED STOCKS (94.4%)
(Unless otherwise noted)
- --------------------------------------------------
- ----------
BANKING (10.3%)
Banco Bradesco 191,131,708 U.S.$2,003
Banco Bradesco (Rights) 8,660,222 91
Banco do Brasil 15,480,000 157
Banco Itau 5,692,500 2,023
Banco Nacional 112,483,664 6
-----------
4,280
-----------
BEVERAGES & TOBACCO (11.0%)
Brahma 9,400,489 4,540
Brahma (Rights) 670,617 --
-----------
4,540
-----------
ENERGY SOURCES (8.6%)
Petrobras 29,791,000 3,559
-----------
FOOD & HOUSEHOLD PRODUCTS
(5.6%)
Cia Brasileira ADR 140,005 2,048
Dixie Toga 297,458 289
-----------
2,337
-----------
INDUSTRIAL COMPONENTS (1.1%)
Schulz 18,770,000 437
-----------
MACHINERY & ENGINEERING
(0.5%)
WEG 467,000 213
-----------
MERCHANDISING (8.3%)
Lojas Americanas 183,270 27
Lojas Americanas SA 8,185,000 197
Lojas Arapua ADR 30,140 294
Lojas Renner 84,870,000 2,935
-----------
3,453
-----------
METALS -- NON-FERROUS (3.3%)
CVRD 3,410,000 535
CVRD ADR 20,800 816
-----------
1,351
-----------
METALS -- STEEL (2.0%)
Usiminas 760,000,000 839
-----------
TELECOMMUNICATIONS (24.3%)
Telebras 145,429,895 7,245
Telebras (Common) 29,153,000 1,154
Telebras ADR 29,250 1,455
Telesp 245,601 42
Telesp (Common) 1,200,500 182
-----------
10,078
-----------
- ---------------------------------------------------------
- -------------
<CAPTION>
VALUE
SHARES (000)
<S> <C> <C>
- ---------------------------------------------------------
- ------------
TEXTILES & APPAREL (2.2%)
Coteminas 1,200,000 U.S.$ 498
Wentex 188,000 400
-----------
898
-----------
UTILITIES -- ELECTRICAL & GAS
(17.2%)
Cemig ADR 16,600 463
Cemig S.A. 52,514,000 1,473
Cemig S.A. ADR 3,357 94
CESP 90 --
CPFL 6,891,000 234
Eletrobras (Common) 13,635,000 3,562
Eletrobras 'B' 4,683,000 1,280
Eletrobras ADR 250 3
-----------
7,109
-----------
- ---------------------------------------------------------
- -------------
TOTAL BRAZILIAN NON-VOTING PREFERRED
STOCKS
(Cost U.S. $38,041) 39,094
-----------
- ---------------------------------------------------------
- -------------
<CAPTION>
AMOUNT
(000)
<S> <C> <C>
- ---------------------------------------------------------
- ------------
FOREIGN CURRENCY ON DEPOSIT WITH
CUSTODIAN (2.5%)
Brazilian Real (Cost U.S.
$1,028) BRL 1,015 1,028
-----------
- ---------------------------------------------------------
- -------------
TOTAL BRAZILIAN INVESTMENT FUND
(Cost U.S. $39,069) 40,122
-----------
- ---------------------------------------------------------
- -------------
TOTAL INVESTMENTS (96.9%)
(Cost U.S. $39,069) 40,122
-----------
- ---------------------------------------------------------
- -------------
OTHER ASSETS AND LIABILITIES (3.1%)
Other Assets U.S.$2,286
Liabilities (1,016) 1,270
------------- -----------
- ---------------------------------------------------------
- -------------
NET ASSETS (100%)
Applicable to 1,011,448,
issued and outstanding
U.S. $0.01 par value
shares (50,000,000 shares
authorized) U.S.$41,392
-------------
- ---------------------------------------------------------
- -------------
NET ASSET VALUE PER SHARE U.S.$40.92
-------------
- ---------------------------------------------------------
- -------------
</TABLE>
ADR -- American Depositary Receipt
7
