<PAGE>
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:
/ / 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 240.14a-11(c) or 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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE 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 TUESDAY, JULY 27, 1999
-----------------
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, 787 Seventh Avenue, 38th Floor, New York, New York 10019, on
Tuesday, July 27, 1999 commencing at 2:00 p.m. 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 PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending March 31,
2000.
The close of business on May 24, 1999 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 28, 1999.
By order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR SHARES TO BE
VOTED, PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. REGARDLESS OF THE SIZE OF YOUR SHAREHOLDING, IT IS
IMPORTANT THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION.
Dated: May 28, 1999
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 TUESDAY, JULY 27, 1999
-----------------
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, 787 Seventh Avenue, 38th Floor, New
York, New York 10019 on Tuesday, July 27, 1999 (commencing at 2:00 p.m.) 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, Credit Suisse Asset Management (formerly BEA
Associates) ("CSAM"), the investment adviser to the Fund, Bear Stearns Funds
Management Inc., the administrator of the Fund (the "U.S. Administrator"), or
Georgeson & Company, Inc. ("Georgeson"), a proxy solicitation firm that has been
retained by the Fund and which will receive a fee of approximately $5,000 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 Georgeson for its services in soliciting Proxies and (d)
supplementary solicitations to submit Proxies, will be borne by the Fund. This
Proxy Statement is expected to be mailed to shareholders on or about May 28,
1999.
The principal executive office of CSAM is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 575 Lexington Avenue, 9th Floor, New York, New
York 10022. BankBoston, N.A., Sao Paulo (the "Brazilian Administrator"), located
at Rua Libero Badaro, 487, Centro Piso 12, 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, 1999 is being mailed to all shareholders of the Fund
along with this Proxy Statement. 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
the ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending March 31, 2000, and in
accordance with the judgment of the persons appointed as proxies upon any other
matters that may properly come before the Meeting. 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.
1
<PAGE>
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote thereon in accordance with their best judgment in the interest
of the Fund. A shareholder vote may be taken on one or more of the proposals in
the Proxy Statement prior to any adjournment if sufficient votes have been
received and it is otherwise appropriate. A quorum of 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 and Proposal 2 requires for
approval the vote of a majority of the votes cast at the Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on Proposals 1 and 2.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, May 24, 1999, there were 6,227,341
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 and processed on or
before 2:00 p.m. on July 27, 1999.
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.
James J. Cattano, Robert J. McGuire, William W. Priest, Jr. and Miklos A.
Vasarhelyi are directors whose current terms expire on the date of this Meeting.
Messrs. Cattano, McGuire and Priest have been nominated for a three-year term to
expire at the 2002 annual meeting, and Mr. Vasarhelyi has been nominated for a
two-year term to expire at the 2001 annual meeting. Mr. Cattano has been a
member of the Board since the Fund commenced operations in 1992; Mr. McGuire has
been a member of the Board of Directors of the Fund since May 1998; Mr. Priest
has been a member of the Board since February 1997; and Mr. Vasarhelyi has been
a member of the Board since August 1998. If elected, each of
2
<PAGE>
Messrs. Cattano, McGuire and Priest will serve until the 2002 annual meeting and
Mr. Vasarhelyi will serve until the 2001 annual meeting 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.
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 1999 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>
LENGTH OF SERVICE MEMBERSHIPS ON BOARDS
SHARES AS DIRECTOR AND OF OTHER REGISTERED
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP INVESTMENT COMPANIES
OWNED ON AND PRINCIPAL EMPLOYMENT ON BOARD OF THE AND PUBLICLY HELD
NAME (AGE) MAY 24, 1999 DURING THE PAST FIVE YEARS FUND COMPANIES
- ---------------------------- ------------- -------------------------------- ------------------- ----------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (57) ...... 1,066 Professor of Finance and Eco- Since 1996; cur- Director of nine other
Columbia University nomics, Graduate School of rent term ends at CSAM-advised
Graduate School of Business, Columbia University the 2001 annual investment companies;
Business (1971-present). meeting. Director of The Adams
New York, NY 10027 Express Company;
Director of Petroleum
and Resources Corpora-
tion.
James J. Cattano (55) ...... 100 President, Primary Resource Inc. Since 1992; cur- Director of six other
78 Manor Road (an international trading rent term ends at CSAM-advised
Ridgefield, CT 06877 chemical processing company the 1999 annual investment companies.
specializing in the sale of meeting.
agricultural and industrial bulk
commodities throughout the Latin
American markets)
(10/96-present); President,
Atlantic Fertilizer & Chemical
Company (an international
trading company specializing in
the sale of agricultural com-
modities in Latin American
markets) (10/91-10/96).
Peter A. Gordon (56) ....... 0 Retired (1/96-present); General Since 1994; cur- Director of five other
284 Coopers Neck Lane Partner of Ethos Capital Man- rent term ends at CSAM-advised
P.O. Box 1327 agement (6/92-12/95); Managing the 2000 annual investment companies;
Southampton, NY 11968 Director at Salomon Brothers Inc meeting. Director of TCS Fund,
(1981-6/92). Inc.; Director of the
Mills Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LENGTH OF SERVICE MEMBERSHIPS ON BOARDS
SHARES AS DIRECTOR AND OF OTHER REGISTERED
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP INVESTMENT COMPANIES
OWNED ON AND PRINCIPAL EMPLOYMENT ON BOARD OF THE AND PUBLICLY HELD
NAME (AGE) MAY 24, 1999 DURING THE PAST FIVE YEARS FUND COMPANIES
- ---------------------------- ------------- -------------------------------- ------------------- ----------------------
<S> <C> <C> <C> <C>
George W. Landau (79) ...... 1,666 Senior Advisor, Latin America Since 1992; cur- Director of six other
Two Grove Isle Drive Group, The Coca-Cola Company rent term ends at CSAM-advised
Coconut Grove, FL 33133 (1988-present); President of the the 2001 annual investment companies;
Americas Society and Council of meeting. Director of Emigrant
the Americas (7/85-10/93); Savings Bank; Director
United States Ambassador to of GAM Funds, Inc.
Venezuela (1982-1985); United
States Ambassador to Chile
(1977-1982) and United States
Ambassador to Paraguay
(1972-1977).
Robert J. McGuire (62) ..... 0 Of Counsel, Morvillo, Since 1998; cur- Director of GAM Funds,
565 5th Avenue Abramowitz, Graud, Iason & rent term ends at Inc.
9th Floor Silberberg, P.C. (1998-present); the 1999 annual
New York, NY 10017 President and Chief Operating meeting.
Officer of Kroll Associates
(1989-1997).
William W. Priest, Jr.* (57) 1,000 Chairman-Management Committee, Since 1997; cur- Director of ten other
153 East 53rd Street Chief Executive Officer and rent term ends at CSAM-advised
New York, NY 10022 Executive Director of CSAM the 1999 annual investment companies.
(12/90-present). meeting.
Martin M. Torino (49) ...... 0 Chairman of the Board of Ingenio Since 1992; cur- Director of five other
Reconquista 365, 9th Fl. y Refineria San Martin Del rent term ends at CSAM-advised
Capital Federal 1003 Tabacal S.A. (8/96-present); the 2000 annual investment companies.
Buenos Aires, Argentina Executive Director of TAU S.A. meeting.
(a commodities trading firm)
(11/90-present); President of
DYAT S.A. (10/93-present);
Executive Vice President of
Louis-Dreyfus Sugar, Inc.
(1984-1991).
Miklos A. Vasarhelyi ....... 0 William Von Minden Professor of Since 1998; cur- --
Accounting Information Systems, rent term ends at
Faculty of Management, Rutgers the 1999 annual
University (1989-present). meeting.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
LENGTH OF SERVICE MEMBERSHIPS ON BOARDS
SHARES AS DIRECTOR AND OF OTHER REGISTERED
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION TERM OF MEMBERSHIP INVESTMENT COMPANIES
OWNED ON AND PRINCIPAL EMPLOYMENT ON BOARD OF THE AND PUBLICLY HELD
NAME (AGE) MAY 24, 1999 DURING THE PAST FIVE YEARS FUND COMPANIES
- ---------------------------- ------------- -------------------------------- ------------------- ----------------------
<S> <C> <C> <C> <C>
Richard W. Watt* (40) ...... 2,630 Managing Director of CSAM Since 1995; cur- Director of seven
153 East 53rd Street (7/96-present); Senior Vice rent term ends at other CSAM-advised
New York, NY 10022 President of CSAM (8/95-6/96); the 2000 annual investment companies.
Head of Emerging Markets meeting.
Investments and Research at
Gartmore Investment Limited
(11/92-6/95); Director of
Kleinwort Benson International
Investment (5/87-10/92).
All directors and officers
(13 persons, including
the foregoing) as a
group..................... 6,462
</TABLE>
- ----------------
* Messrs. Priest and Watt are interested persons of the Fund by virtue of their
positions as directors and/or officers of CSAM.
During the fiscal year ended March 31, 1999, each director who is not a
director, officer, partner, co-partner or employee of CSAM, the U.S.
Administrator, the Brazilian Administrator or any affiliate thereof, received an
annual fee of $5,000 (prorated to $2,500 for Messrs. McGuire and Vasarhelyi) 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. In
addition, as compensation for their services on the Special Litigation Committee
of the Board, Messrs. McGuire and Vasarhelyi received $25,000 each. The total
remuneration accrued by the Fund during the fiscal year ended March 31, 1999 to
all such unaffiliated directors was $102,000. During the fiscal year ended March
31, 1999, the Board convened eight times. Each director, except Mr. Vasarhelyi,
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 non-interested persons
of the Fund (as this term is defined in the 1940 Act) (the "Non-interested
Directors"). The Audit Committee met twice during the fiscal year ended March
31, 1999. 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 of Directors of the Fund will
consider nominees recommended by shareholders in the event any vacancies arise.
Recommendations should be submitted to the Board in care of the Secretary of the
Fund. 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, 1999, all filing requirements
5
<PAGE>
applicable to such persons were complied with, except that the purchase by Mr.
Arzac of 500 shares in August 1998 and the sale by Mr. Landau of 1,000 shares in
September 1998 were reported late because of clerical errors.
LEGAL PROCEEDINGS
CSAM (formerly known as BEA Associates), the Fund (as nominal defendant),
and certain current and previous directors of the Fund, including Mr. Cattano,
who has been nominated to stand for re-election to the Board at the Meeting,
have been named in a derivative and purported class action filed in the United
States District Court for the Southern District of New York (the "District
Court"). ROBERT STROUGO, ON BEHALF OF THE BRAZILIAN EQUITY FUND, INC. V. EMILIO
BASSINI, ET AL., 97 Civ. 3579 (RWS) (the "Strougo Litigation").
The action, which commenced in May of 1997, arises out of the Fund's 1996
rights offering. Plaintiff maintains that, in approving the rights offering, the
director defendants put the interests of CSAM ahead of the interests of the
shareholders. By allegedly favoring CSAM, plaintiff claims that the directors
breached their fiduciary duties of loyalty and due care to the shareholders of
the Fund under the 1940 Act and at common law. The action also alleges that the
Fund was injured by defendants' actions and that asking the director defendants
to sue themselves would be futile. The class action claims include similar
assertions, but allege that the Fund's shareholders were injured directly. The
complaint seeks equitable relief and monetary damages in an unspecified amount.
By Opinion and Order dated April 6, 1998, the District Court granted a
motion to dismiss the complaint in its entirety as to the class action claims
and denied the motion to dismiss as to all other claims. On May 22, 1998, the
directors created a special litigation committee of the Board composed of two
newly-appointed disinterested directors who are not named parties in the STROUGO
Litigation for the purpose of considering the allegations raised in the Strougo
Litigation. In December, 1998, the special litigation committee issued a report
concluding that the claims had no merits and filed a motion to dismiss or, in
the alternative, for summary judgment. In April 1999, the District Court
adjourned the motion by the special litigation committee, pending further
limited discovery by Mr. Strougo's attorneys. The District Court ordered that
discovery be completed within 60 days from April 26, 1999 at which point the
committee's motion to dismiss or, in the alternative, for summary judgment will
be renewed.
In an unrelated legal matter, CSAM (but not the Fund or its directors) has
been named in an action filed on or about May 21, 1998 in the District Court by
the same plaintiff and the same counsel as in the Strougo Litigation. ROBERT
STROUGO V. BEA ASSOCIATES, 98 Civ. 3725.
This action was initially brought pursuant to Section 36(b) under the 1940
Act, seeking return of compensation received by CSAM from the Fund as investment
adviser to the Fund. On March 11, 1999, the District Court dismissed the
complaint for failure to state a claim upon which relief can be granted, with
leave to replead within 20 days. On April 2, 1999, the plaintiff amended his
complaint to include a purported derivative claim on behalf of the Fund for the
alleged excessive fees pursuant to Section 36(a) under the 1940 Act. The amended
complaint claims that the Investment Advisory Agreement was not negotiated at
arms' length and properly approved by the Non-interested Directors of the Board,
as required by Section 15(c) of the 1940 Act. In support of his allegations, the
plaintiff maintains that the Non-interested Directors of the Fund are beholden
to the interests of CSAM and not independent, in violation of the 40%
Non-interested Director requirement of the 1940 Act. The plaintiff argues that
as a
6
<PAGE>
consequence the Investment Advisory Agreement is invalid and that the advisory
fees received by CSAM thereunder were wrongly received. The plaintiff seeks a
judgment declaring the Investment Advisory Agreement void AB INITIO and
recovering the investment advisory fees paid by the Fund to CSAM pursuant to the
Investment Advisory Agreement during the one year period prior to the
commencement of the action.
The defendants in each of these actions believe they have meritorious
defenses and intend to defend them vigorously. Under the Investment Advisory
Agreement, CSAM, under certain circumstances, may have rights of indemnity
against the Fund for any losses or expenses incurred in connection with these
actions.
EXECUTIVE OFFICERS
The following table shows certain information about officers of the Fund
other than Messrs. Priest and Watt, who are described above. Mr. Priest is
Chairman of the Board of the Fund and was appointed to such position on February
11, 1997. Mr. Watt is President and Chief Investment Officer of the Fund. Mr.
Watt was appointed President of the Fund on February 11, 1997, having previously
served as Senior Vice President of the Fund since August 15, 1995. Mr. Watt has
been Chief Investment Officer of the Fund since August 15, 1995. Mr. Pignataro
has been an officer since the commencement of the Fund's operations. On August
12, 1997, Mr. Liebes was elected Senior Vice President and Mr. Del Guercio was
elected Vice President of the Fund. Emily Alejos was elected as the Investment
Officer on November 4, 1997. 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 CSAM.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE MAY 24, 1999 POSITION WITH FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- ------------------------- --- ------------- ---------------------- ---------------------------------------------
<S> <C> <C> <C> <C>
Emily Alejos ............ 35 0 Investment Officer Director of CSAM (1/99-present); Vice
153 East 53rd Street President of CSAM (4/97-1/99); Vice Presi-
New York, NY 10022 dent of Bankers Trust Co. (8/93-3/97).
Hal Liebes .............. 34 0 Senior Vice President Director and General Counsel of CSAM
153 East 53rd Street (1/99-present); Senior Vice President and
New York, NY 10022 General Counsel of CSAM (3/97-1/99); Vice
President and Legal Counsel for CSAM
(6/95-3/97); Chief Compliance Officer, CS
First Boston Investment Management (94-95);
Staff Attorney, Division of Enforcement, U.S.
Securities and Exchange Commission (91-94).
Michael A. Pignataro .... 39 0 Chief Financial Vice President of CSAM (12/95-present);
153 East 53rd Street Officer and Secretary Assistant Vice President and Chief Admin-
New York, NY 10022 istrative Officer for Investment Companies of
CSAM (9/89-12/95).
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE MAY 24, 1999 POSITION WITH FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- ------------------------- --- ------------- ---------------------- ---------------------------------------------
<S> <C> <C> <C> <C>
Rocco A. Del Guercio .... 36 0 Vice President Assistant Vice President of CSAM
153 East 53rd Street (1/99-present); Administrative Officer for
New York, NY 10022 CSAM-advised investment companies
(6/96-1/99); Assistant Treasurer, Bankers
Trust Co.-Fund Administration (3/94-6/96);
Mutual Fund Accounting Supervisor, Dreyfus
Corporation (4/87-3/94).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended March 31, 1999. None of the Fund's
executive officers or directors who are also officers or directors of CSAM
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 NUMBER
BENEFITS ESTIMATED TOTAL OF BOARDS OF
ACCRUED AS ANNUAL COMPENSATION FROM CSAM- ADVISED
AGGREGATE PART OF BENEFITS FUND AND INVESTMENT
COMPENSATION FUND UPON FUND COMPLEX COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT PAID TO DIRECTORS SERVED
- ------------------------------ ----------------- ---------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Enrique R. Arzac ............. $ 9,000 0 0 $92,500 10
James J. Cattano ............. $ 9,000 0 0 $60,000 7
Peter A. Gordon .............. $ 9,000 0 0 $51,500 6
George W. Landau ............. $ 9,000 0 0 $60,000 7
Robert J. McGuire ............ $29,500 0 0 $29,500 1
Martin M. Torino ............. $ 8,000 0 0 $48,000 6
Miklos A. Vasarhelyi ......... $28,500 0 0 $28,500 1
</TABLE>
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 PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the fiscal year ending March 31,
2000. At a meeting held on May 11, 1999, the Board, including the Non-interested
Directors, approved the selection of PricewaterhouseCoopers LLP for the fiscal
year ending March 31, 2000. PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP will be
available at the Meeting and will have the opportunity to make a statement if
the representative so desires and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT
THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS.
8
<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 matters properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy materials relating to its 2000 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than January 27, 2000. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
The timely submission of a proposal does not guarantee its inclusion in the
Fund's proxy materials.
Pursuant to the Bylaws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The Brazilian Equity Fund, Inc. c/o CSAM, 153 E. 53rd
Street, 57th Floor, New York, NY 10022 not later than 60 days prior to the date
of the meeting; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
any such notice by a shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which notice of the
date of the annual meeting was given or such public disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of Shares of the capital stock of the Fund which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2000 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
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
9
<PAGE>
AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
ADDITIONAL INFORMATION
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) OR AT THE FUND'S WEBSITE AT
WWW.CEFSOURCE.COM. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF
RECEIPT.
10
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
3910-PS-7/99
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
This Proxy is Solicited on Behalf of the Board of Directors
P The undersigned hereby appoints Messrs. Michael A. Pignataro and
Rocco A. Del Guercio as Proxies, each with the power to appoint his
R substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side and in accordance with their judgment on
O such other matters as may properly come before the meeting or any
adjournments thereof, all shares of The Brazilian Equity Fund, Inc.
X (the "Fund") that the undersigned is entitled to vote at the annual
meeting of shareholders to be held on Tuesday, July 27, 1999, and at
Y any adjournments thereof.
-------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE /
-------------
<PAGE>
-----
/ / Please mark
/ X / votes as in
/ / this example.
-----
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
The Board of Directors recommends a vote "FOR" the nominees in Proposal 1 and
"FOR" Proposal 2
OP
1. ELECTION OF THE FOLLOWING NOMINEES AS
DIRECTORS:
(three-year term): James J. Cattano
Robert J. McGuire
William W. Priest, Jr.
(two year term): Miklos A. Vasarhelyi
FOR WITHHELD
ALL NOMINEES FROM ALL NOMINEES
------- -------
/ / / /
/ / / /
------- -------
------
/ /
/ /
--------------------------------------------
For all nominees except as noted above
<TABLE>
<S> <C> <C> <C>
2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
PRICEWATERHOUSECOOPERS LLP ------- ------- -------
INDEPENDENT PUBLIC ACCOUNTANTS / / / / / /
OF THE FUND FOR THE FISCAL / / / / / /
YEAR ENDING MARCH 31, 2000. ------- ------- -------
</TABLE>
MARK HERE ------
FOR ADDRESS / /
CHANGE AND / /
NOTE AT LEFT ------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature:_______________ Date:______ Signature:_______________ Date:______
