<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE BRAZILIAN EQUITY 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), 14a-6(i)(1), 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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE BRAZILIAN EQUITY FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JULY 22, 1996
-----------------
TO THE SHAREHOLDERS OF
THE BRAZILIAN EQUITY FUND, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The
Brazilian Equity Fund, Inc. (the "Fund") will be held at the offices of Willkie
Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New
York, New York 10022, on Monday, July 22, 1996 commencing at 10:00 a.m., New
York City time. The purpose of the meeting is to consider and act upon the
following proposals and to consider and act upon such other matters as may
properly come before the meeting or any adjournments thereof:
(1) To elect four (4) directors of the Fund.
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
public accountants of the Fund for the fiscal year ending March 31,
1997.
The close of business on May 24, 1996 has been fixed as the record date for
the determination of the shareholders entitled to notice of, and to vote at, the
meeting.
This notice and related proxy material are first being mailed on or about
May 30, 1996.
By order of the Board of Directors,
[SIG]
MICHAEL A. PIGNATARO
SECRETARY
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR SHARES TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: May 30, 1996
New York, New York
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JULY 22, 1996
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Brazilian Equity Fund,
Inc. (the "Fund") for use at the Annual Meeting of Shareholders to be held at
the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022 on Monday, July 22, 1996 and at any
adjournments thereof (collectively, the "Meeting"). A Notice of Annual Meeting
of Shareholders and a proxy card (the "Proxy") accompany this Proxy Statement.
Proxy solicitations will be made primarily by mail, but solicitations may also
be made by telephone, telegraph or personal interviews conducted by officers or
employees of the Fund, BEA Associates ("BEA"), the investment adviser to the
Fund, Bear Stearns Funds Management Inc., the administrator of the Fund (the
"U.S. Administrator"), or MacKenzie Partners Inc. ("MacKenzie"), a proxy
solicitation firm that has been retained by the Fund and which will receive a
fee of approximately $3,000 and will be reimbursed for its reasonable expenses.
All costs of solicitation, including (a) printing and mailing of this Proxy
Statement and accompanying material, (b) the reimbursement of brokerage firms
and others for their expenses in forwarding solicitation material to the
beneficial owners of the Fund's shares, (c) payment of MacKenzie for its
services in soliciting Proxies and (d) supplementary solicitations to submit
Proxies, will be borne by the Fund. This Proxy Statement is expected to be
mailed to shareholders on or about May 30, 1996.
The principal executive office of BEA is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 245 Park Avenue, 15th Floor, New York, New York
10167. The First National Bank of Boston, Sao Paulo (the "Brazilian
Administrator"), located at Rua Libero Badaro, 487 Piso 11, Sao Paulo 01009,
Brazil, serves as Brazilian administrator of the Fund.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended March 31, 1996 is concurrently being furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
Proposal 2 stated in the accompanying Notice of Annual Meeting and FOR any other
matters that may properly come
1
<PAGE>
before the Meeting and that are deemed appropriate. Any shareholder giving a
Proxy has the right to attend the Meeting to vote his shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time by
written notice received by the Fund prior to the time it is voted.
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Proxy
Statement prior to any adjournment if sufficient votes have been received and it
is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of the Fund entitled to vote at the Meeting. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy while Proposal 2 requires for
approval the vote of a majority of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.
The Fund has one class of shares of capital stock, par value $.001 per share
(the "Shares"). On the record date, May 24, 1996, there were 4,634,005 Shares
outstanding. Each Share is entitled to one vote at the Meeting, and fractional
Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope;
--allow sufficient time for the Proxy to be received on or before 10:00 a.m.
on July 22, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
four (4) directors of the Fund, each to hold office for such term set forth
below and until his successor is elected and qualified.
The Board is divided into three classes, each class having a term of no more
than three years. Each year the term of office of one class expires and the
successor or successors elected to such class will serve for a three-year term.
Emilio Bassini and James J. Cattano, directors whose current terms expire on
the date of this Meeting, have been nominated for a three-year term to expire at
the 1999 Annual Meeting of Shareholders. Messrs. Bassini and Cattano currently
serve as directors of the Fund and have been members of the Board of Directors
since the Fund commenced operations in 1992. On August 15, 1995, Mr. Richard
Watt was elected by the Board of Directors to fill the vacancy resulting from
Mr. Piers Playfair's resignation from the Board. On February 13, 1996, the Board
of Directors increased the size of the Board to ten and Dr. Enrique R.
2
<PAGE>
Arzac was elected to fill the newly created vacancy. The election of Messrs.
Arzac and Watt is now being submitted to the Fund's shareholders for their
approval. Mr. Watt will serve until the 1997 Annual Meeting of Shareholders and
until his successor is duly elected and qualified. Dr. Arzac will serve until
the 1998 Annual Meeting of Shareholders and until his successor is duly elected
and qualified.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement. Each nominee or director
named below who is deemed an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk. Messrs. Bassini, Sigg and Watt are interested persons of the Fund by
virtue of their positions as directors and/or officers of BEA.
The following table sets forth certain information regarding the nominees
for election to the Board of the Fund, Directors whose terms of office continue
beyond the 1996 annual meeting, and the officers and directors of the Fund as a
group. Each of the nominees, directors and officers of the Fund has sole voting
and investment power with respect to the Shares shown. Each nominee, each
director and the officers and directors of the Fund as a group owns less than
one percent of the outstanding Shares of the Fund.
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
MAY 24, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (53) 200 Professor of Finance and Director of Since 1996; cur- Director of nine
Columbia University the Financial Management Program, rent term ends at other BEA-advised
Graduate School of Graduate School of Business, Colum- the 1996 annual investment compa-
Business bia University (1971-present). meeting. nies; Director of
New York, NY 10027 The Adam Express
Company; Director
of Petroleum and
Resources Corpo-
ration.
Emilio Bassini* (45) ...... 1,950 Managing Principal of Bassini, Play- Since 1992; cur- Director of seven
153 East 53rd Street fair + Associates LLC (12/95-pre- rent term ends at other BEA-advised
New York, NY 10022 sent); Member of the Executive the 1996 annual investment compa-
Committee and Executive Director of meeting. nies.
BEA (1984-present).
James J. Cattano (52) ..... 0 President, Atlantic Fertilizer & Since 1992; cur- Director of six
80 Field Point Road Chemical Company (an international rent term ends at other BEA-advised
Greenwich, CT 06830 trading company specializing in the the 1996 annual investment compa-
sale of agricultural commodities in meeting. nies.
Latin American markets)
(10/91-present); President, Diamond
Fertiliser & Chemical Corporation, a
subsidiary of Norsk Hydro A.S. (a
Norwegian agriculture, oil and gas,
light metals and petrochemical
company)(1/84-10/91).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
MAY 24, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Peter A. Gordon (53) ...... 0 General Partner of Ethos Capital Since 1994; cur- Director of TCS
152 West 57th Street Management; Managing Director at rent term ends at Fund, Inc.; Direc-
New York, NY 10019 Salomon Brothers Inc (1981-6/92). the 1997 annual tor of five other
meeting. BEA-advised in-
vestment compa-
nies; Director of
the Mills Corpo-
ration.
George W. Landau (76) ..... 2,000 Chairman of the Latin American Since 1992; cur- Director of six
Two Grove Isle Drive Advisory Board of the Coca-Cola rent term ends at other BEA-advised
Coconut Grove, FL 33133 Corporation and Senior Advisor of the 1998 annual investment compa-
Coca-Cola International (1988- meeting. nies; Director of
present); President of the Americas Emigrant Savings
Society and Council of the Americas Bank; Director of
(7/85-10/93); United States Am- GAM Funds, Inc.
bassador to Venezuela (1982-1985);
United States Ambassador to Chile
(1977-1982) and United States Am-
bassador to Paraguay (1972-1977).
Daniel Sigg* (40) ......... 0 Member of the Executive Committee, Since 1994; cur- Director of ten
153 East 53rd Street Chief Financial Officer and Ex- rent term ends at other BEA-advised
New York, NY 10022 ecutive Director of BEA (5/95-pre- the 1998 annual investment compa-
sent); Member of the Executive meeting. nies.
Committee and Managing Director of
BEA (2/92-4/95); Vice President of
Marketing of BEA (1/91-1/92);
President of Credit Suisse Advisors
Corporation (12/95-present); Presi-
dent of Credit Suisse Capital Corpo-
ration (12/94-present); Director and
Vice President of Credit Suisse Cap-
ital Corporation (12/90-11/94).
Martin M. Torino (46) ..... 0 Executive Director of TAU S.A. (a Since 1992; cur- Director of five
Reconquista 365, 9th Fl. commodities trading firm, rent term ends at other BEA-advised
Capital Federal 1003 11/90-present); President of DYAT the 1997 annual investment compa-
Buenos Aires, Argentina S.A. (10/93-present); Vice President meeting. nies.
of Louis Dreyfus Sugar Company, Inc.
(a commodities trading firm)
(1984-1990).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
BOARDS OF OTHER
SHARES LENGTH OF SERVICE REGISTERED
BENEFICIALLY AS DIRECTOR AND INVESTMENT
OWNED ON CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP COMPANIES AND
MAY 24, AND PRINCIPAL EMPLOYMENT ON BOARD OF THE PUBLICLY HELD
NAME (AGE) 1996 DURING THE PAST FIVE YEARS FUND COMPANIES
- --------------------------- ----------- ------------------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Richard Watt* (37) ........ -- Senior Vice President of BEA Since 1995; cur- Director of three
153 East 53rd Street (8/95-present); Head of Emerging rent term ends at other BEA-advised
New York, NY 10022 Markets Investments and Research at the 1996 annual investment compa-
Gartmore Investment Limited meeting. nies.
(11/92-6/95); Director of Kleinwort
Benson International Investment
(5/87-10/92).
All directors and officers
(11 persons, including
the foregoing) as a
group.................... 4,150
</TABLE>
During the fiscal year ended March 31, 1996, each director who is not a
director, officer, partner, co-partner or employee of BEA, the U.S.
Administrator, the Brazilian Administrator or any affiliate thereof, received an
annual fee of $5,000 and $500 for each meeting of the Board attended by him and
was reimbursed for expenses incurred in connection with his attendance at the
Board meetings. The total remuneration paid by the Fund during the fiscal year
ended March 31, 1996 to all such unaffiliated directors was $34,000. During the
fiscal year ended March 31, 1996, the Board convened five times. Each director
except Messrs. Bult, Gordon and Watt attended at least seventy-five percent of
the aggregate number of meetings of the Board and any committee on which he
served held during the period for which he was a Director.
Messrs. Arzac, Cattano, Gordon, Landau and Torino constitute the Fund's
Audit Committee, which is composed of directors who are not interested persons
of the Fund. The Audit Committee met twice during the fiscal year ended March
31, 1996. The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund. The Board performs the
functions of a nominating committee. The Board will not consider nominees
recommended by shareholders. The Fund does not have a compensation committee.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act require the Fund's officers and directors, officers and directors
of the investment adviser, affiliated persons of the investment adviser, and
persons who beneficially own more than ten percent of the Fund's Shares, to file
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Fund. Based solely upon its review of the copies of such
forms received by it and written representations from such persons, the Fund
believes that, for the fiscal year ended March 31, 1996, all filing requirements
applicable to such persons were complied with, except that an Initial Statement
of Beneficial Ownership on Form 3 was filed late by each of the following
directors of the Fund: Enrique Arzac and Richard Watt.
The following table shows certain information about officers of the Fund
other than Messrs. Bassini, Sigg and Watt, who are described above. Mr. Bassini
is Chairman of the Board, President and Investment Officer of the Fund. Mr. Sigg
is Senior Vice President of the Fund and has been an officer since April 1993.
Mr. Watt is Senior Vice President and Chief Investment Officer of the Fund and
has been an officer since
5
<PAGE>
August 1995. Messrs. Bassini and Pignataro have been officers since the
commencement of the Fund's operations. Mr. Stamler and Ms. Manney have been
officers since July 1993 and October 1992, respectively. Each officer of the
Fund will hold office until a successor has been elected by the Board. All
officers of the Fund are employees of and are compensated by BEA.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE MAY 24, 1996 POSITION WITH FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- ------------------------------ --- --------------- ----------------------- --------------------------------------------
<S> <C> <C> <C> <C>
Paul P. Stamler .............. 35 0 Senior Vice President Vice President of BEA (6/93-present);
153 East 53rd Street self-employed as a certified public account-
New York, NY 10022 ant (4/92-5/93); Vice President of Bear,
Stearns & Co. Inc. (6/88-3/92).
Michael A. Pignataro ......... 36 0 Chief Financial Officer Vice President of BEA (12/95-present); As-
153 East 53rd Street and Secretary sistant Vice President and Chief Administra-
New York, NY 10022 tive Officer for Investment Companies of BEA
(9/89-12/95).
Rachel D. Manney ............. 29 0 Vice President and Assistant Vice President and Administrative
153 East 53rd Street Treasurer Officer for Investment Companies of BEA
New York, NY 10022 (4/92-present); Senior Associate at Coopers
& Lybrand (certified public accountant)
(1989-1992).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended March 31, 1996. None of the Fund's
executive officers or directors who are also officers or directors of BEA
received any compensation from the Fund for such period. The Fund has no bonus,
profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL TOTAL NUMBER
BENEFITS ESTIMATED COMPENSATION FROM OF BOARDS OF
ACCRUED AS ANNUAL FUND AND BEA-ADVISED
AGGREGATE PART OF BENEFITS FUND COMPLEX INVESTMENT
COMPENSATION FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
- ------------------------------ ------------ ---------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
John A. Bult+ ................ $ 0 0 0 $ 0 1
James J. Cattano ............. $7,000 0 0 $49,000 7
David C. Garlow++ ............ $6,500 0 0 $ 6,500 1
Peter A. Gordon .............. $6,500 0 0 $39,000 6
George W. Landau ............. $7,000 0 0 $49,000 7
Martin M. Torino ............. $7,000 0 0 $42,000 6
</TABLE>
- ------------------
+ Mr. Bult is a current director of the Fund whose term expires at this
meeting.
++ Mr. Garlow resigned as a director of the Fund effective May 14, 1996.
6
<PAGE>
BEA and BEA Capital LLC, a company organized and controlled by Mr. Bassini
and a former officer of BEA, have entered into a consulting agreement, dated as
of December 12, 1995, pursuant to which BEA Capital LLC will provide consulting
services to BEA with respect to private equity investments held by BEA clients
for a fee of $2 million per annum payable by BEA. This consulting agreement is
terminable by either party as of the last day of any calendar year commencing on
December 31, 1996; provided, that if BEA terminates this agreement as of
December 31, 1996, BEA is required to pay BEA Capital LLC an additional $2
million as a termination fee.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meeting will be the ratification
or rejection of the selection by the Board of Coopers & Lybrand L.L.P. as
independent public accountants of the Fund for the fiscal year ending March 31,
1997. At a meeting held on May 14, 1996, the Board, including those directors
who are not "interested persons" of the Fund, approved the selection of Coopers
& Lybrand L.L.P. for the fiscal year ending March 31, 1997. Coopers & Lybrand
L.L.P. has been the Fund's independent public accountants since the Fund
commenced operations in 1992, and has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of Coopers &
Lybrand L.L.P. will be available by telephone at the Meeting and will have the
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS.
7
<PAGE>
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING;
SHAREHOLDER PROPOSALS
The Board is not aware of any other matters that will come before the
Meeting. Should any other matter properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 1997 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than January 30, 1997. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The Fund believes that there is no person who may be deemed a beneficial
owner of 5% or more of the Shares of the Fund.
REPORTS TO SHAREHOLDERS
The Fund sends unaudited semi-annual and audited annual reports to its
shareholders, including a list of investments held. THE FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, UPON
REQUEST TO THE FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, TELEPHONE (1-800-293-1232). THESE REQUESTS WILL BE HONORED WITHIN
THREE BUSINESS DAYS OF RECEIPT.
8
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
<PAGE>
<TABLE>
<S> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Emilio Bassini and
Michael A. Pignataro as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to
THE BRAZILIAN EQUITY FUND, INC. vote, as designated below and in accordance with their judgment
PROXY on such other matters as may properly come before the meeting or
any adjournments thereof, all shares of The Brazilian Equity
Fund, Inc. (the "Fund") that the undersigned is entitled to vote
at the annual meeting of shareholders on Monday, July 22, 1996,
and at any adjournment thereof.
</TABLE>
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: FOR nominees listed
(except as marked to the contrary below)
Enrique R. Arzac (two-year term)
Emilio Bassini (three-year term) / /
James J. Cattano (three-year term)
Richard Watt (one-year term)
<CAPTION>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: WITHHOLD AUTHORITY
Enrique R. Arzac (two-year term)
Emilio Bassini (three-year term) / /
James J. Cattano (three-year term)
Richard Watt (one-year term)
<CAPTION>
to vote for the nominees
</TABLE>
(Instruction: To withhold authority for any individual, write the individual's
name on the line provided below.)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PROPOSAL 2--TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC FOR AGAINST ABSTAIN
ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR ENDING MARCH 31, 1997: / / / / / /
</TABLE>
(CONTINUED--SIGNATURE REQUIRED ON THE REVERSE SIDE OF THIS PROXY CARD)
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
Date: ________________________________________________________
______________________________ _____________________________
Signature Print Name
______________________________ _____________________________
Signature if held jointly Print Name
