<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-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)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE BRAZILIAN EQUITY FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JULY 24, 2000
-----------------
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 Credit
Suisse Asset Management, LLC, 466 Lexington Avenue (between 45th and 46th
Streets), 16th Floor, New York, New York 10017, on Monday, July 24, 2000
commencing at 1:00 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 two (2) 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,
2001.
The close of business on June 1, 2000 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
June 23, 2000.
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: June 23, 2000
New York, New York
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JULY 24, 2000
-----------------
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 Credit Suisse Asset Management, LLC, 466 Lexington Avenue
(between 45th and 46th Streets), 16th Floor, New York, New York 10017 on Monday,
July 24, 2000 (commencing at 1:00 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, LLC ("CSAM"), the investment adviser to the
Fund, Bear Stearns Funds Management Inc., the administrator of the Fund (the
"U.S. Administrator"), or Georgeson Shareholder Communications, 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 June 23, 2000.
The principal executive office of CSAM is 466 Lexington Avenue, New York,
New York 10017. 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, 2000 has previously been 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
the ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending March 31, 2001, 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, June 1, 2000, there were 5,580,441
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 1:00 p.m. on July 24, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
two (2) 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.
Martin Torino and Richard Watt are directors whose current terms expire on
the date of this Meeting. Messrs. Torino and Watt have been nominated for a
three-year term to expire at the 2003 annual meeting. Mr. Torino has been a
member of the Board since the Fund commenced operations in 1992; Mr. Watt has
been a member of the Board of Directors of the Fund since 1995. If elected, each
of Messrs. Torino and Watt will serve until the 2003 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
2
<PAGE>
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 2000 Meeting, and the executive 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 executive officers and directors of the Fund as a group owns
less than one percent of the outstanding Shares of the Fund.
<TABLE>
<CAPTION>
SHARES MEMBERSHIPS ON BOARDS
BENEFICIALLY LENGTH OF SERVICE AS OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION DIRECTOR AND TERM INVESTMENT COMPANIES
JUNE 1, AND PRINCIPAL EMPLOYMENT OF MEMBERSHIP ON AND PUBLICLY HELD
NAME (AGE) 2000 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
---------- ------------ ---------------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Enrique R. Arzac (58) ...... 1,066 Professor of Finance and Since 1996; cur- Director of nine
Columbia University Economics, Graduate School rent term ends at other CSAM-advised
Graduate School of of Business, Columbia the 2001 annual investment compa-
Business University (1971-present). meeting. nies; Director of The
New York, NY 10027 Adams Express Com-
pany; Director of
Petroleum and
Resources Corpora-
tion.
James J. Cattano (56) ...... 100 President, Primary Resource Since 1992; cur- Director of five
55 Old Field Point Road Inc. (an international rent term ends at other CSAM-advised
Greenwich, CT 06830 trading chemical processing the 2002 annual investment compa-
company specializing in the meeting. nies.
sale of 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).
George W. Landau (80) ...... 1,000 Senior Advisor, Latin Since 1992; cur- Director of six other
Two Grove Isle Drive America Group, The Coca-Cola rent term ends at CSAM-advised
Coconut Grove, FL 33133 Company (1988-present); the 2001 annual investment compa-
President of the Americas meeting. nies; Director of
Society and Council of the Emigrant Savings
Americas (7/85-10/93); Bank; Director of GAM
United States Ambassador to Funds, Inc.
Venezuela (1982-1985);
United States Ambassador to
Chile (1977-1982) and United
States Ambassador to
Paraguay (1972-1977).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES MEMBERSHIPS ON BOARDS
BENEFICIALLY LENGTH OF SERVICE AS OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION DIRECTOR AND TERM INVESTMENT COMPANIES
JUNE 1, AND PRINCIPAL EMPLOYMENT OF MEMBERSHIP ON AND PUBLICLY HELD
NAME (AGE) 2000 DURING THE PAST FIVE YEARS BOARD OF THE FUND COMPANIES
---------- ------------ ---------------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Robert J. McGuire (63) ..... 0 Of Counsel, Morvillo, Since 1998; cur- Director of GAM
565 5th Avenue Abramowitz, Graud, Iason & rent term ends at Funds, Inc.
9th Floor Silberberg, P.C. the 2002 annual
New York, NY 10017 (1998-present); President meeting.
and Chief Operating Officer
of Kroll Associates
(1989-1997).
William W. Priest, Jr.* (58) 1,000 Chairman-Management Com- Since 1997; cur- Director of
466 Lexington Avenue mittee of CSAM (5/00-pre- rent term ends at fifty-five other
New York, NY 10017 sent), Chief Executive the 2002 annual CSAM-advised
Officer and Executive meeting. investment compa-
Director of CSAM nies.
(12/90-5/00).
Martin M. Torino (50) ...... 0 Chairman of the Board of Since 1992; cur- Director of four
TAU S.A. Ingenio y Refineria San rent term ends at other CSAM-advised
25 de Mayo 252, 14th Floor Martin Del Tabacal S.A. the 2000 annual investment compa-
Buenos Aires, (8/96-present); Executive meeting. nies.
Argentina 1002 Director of TAU S.A. (a
commodities trading firm)
(11/90-present); President
of DYAT S.A. (10/93-pre-
sent); Executive Vice
President of Louis-Dreyfus
Sugar, Inc. (1984-1991).
Miklos A. Vasarhelyi (55) . 5,000 William Von Minden Professor Since 1998; cur- --
118 East 62nd Street of Accounting Information rent term ends at
New York, NY 10021 Systems, Faculty of the 2001 annual
Management, Rutgers meeting.
University (1989-present).
Richard W. Watt* (41) ...... 3,880** Managing Director of CSAM Since 1995; cur- Director of six other
466 Lexington Avenue (7/96-present); Senior Vice rent term ends at CSAM-advised
New York, NY 10017 President of CSAM the 2000 annual investment compa-
(8/95-6/96); Head of meeting. nies.
Emerging Markets Investments
and Research at Gartmore
Investment Limited
(11/92-6/95); Director of
Kleinwort Benson
International Investment
(5/87-10/92).
All directors and executive
officers
(11 persons, including
the foregoing) as a
group..................... 12,046
</TABLE>
----------------
* Messrs. Priest and Watt are interested persons of the Fund by virtue of their
positions as directors and/or officers of CSAM.
** Includes 1,250 shares owned for the benefit of Mr. Watt's family members.
4
<PAGE>
During the fiscal year ended March 31, 2000, 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 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 accrued by the Fund during the fiscal
year ended March 31, 2000 to all such unaffiliated directors was $50,000. During
the fiscal year ended March 31, 2000, the Board convened five times. Each
director, except Miklos 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, Landau and Torino constitute the Fund's Audit
Committee, which is composed of certain 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 three times during the fiscal year ended
March 31, 2000. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The
Non-interested Directors comprise the Nominating Committee. The Nominating
Committee selects and nominates new non-interested directors. The Nominating
Committee 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, 2000, all filing requirements
applicable to such persons were complied with.
LEGAL PROCEEDINGS
CSAM, the Fund (as nominal defendant), and certain current and previous
directors of the Fund, including Messrs. Torino and Watt, who have 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
5
<PAGE>
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.
Since that time, discovery on that matter has occurred, the parties have
completed briefing, and the matter has been fully submitted to the court.
In an unrelated legal matter, CSAM (but not the Fund or its directors) was
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 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 court recently denied CSAM's motion to dismiss the amended complaint and
gave the plaintiff an opportunity to add the Fund as a nominal derivative
defendant on the Section 36(a) claim. The complaint was thereafter amended to
include the Fund as a nominal defendant.
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 executive 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 Director of the Fund.
Mr. Watt was appointed President of the Fund on February 11, 1997, having
previously served as Senior Vice President and 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 of the Fund. Emily Alejos was elected Chief
Investment Officer of the Fund on November 9, 1999, having previously served as
Investment Officer since November 4, 1997. Each officer of
6
<PAGE>
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 JUNE 1, 2000 POSITION WITH FUND EMPLOYMENT DURING THE PAST FIVE YEARS
---- -------- ------------ ------------------ ------------------------------------------
<S> <C> <C> <C> <C>
Emily Alejos .................. 36 0 Chief Investment Director of CSAM (1/99-present); Vice
466 Lexington Avenue Officer President of CSAM (4/97-1/99); Vice
New York, NY 10017 President of Bankers Trust Co.
(8/93-3/97).
Hal Liebes .................... 35 0 Senior Vice President Director and General Counsel of CSAM
466 Lexington Avenue (1/99-present); Senior Vice President and
New York, NY 10017 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 .......... 40 0 Chief Financial Officer Vice President of CSAM (12/95-present);
466 Lexington Avenue and Secretary Assistant Vice President and Chief
New York, NY 10017 Administrative Officer for Investment
Companies of CSAM (9/89-12/95).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended March 31, 2000. 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>
TOTAL
NUMBER OF
PENSION OR BOARDS OF
RETIREMENT ESTIMATED TOTAL CSAM-
BENEFITS ANNUAL COMPENSATION FROM ADVISED
AGGREGATE ACCRUED AS BENEFITS FUND AND INVESTMENT
COMPENSATION PART OF 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 .............. $ 7,500 N/A N/A $100,250 10
James J. Cattano .............. $ 7,500 N/A N/A $ 61,500 7
Peter A. Gordon* .............. $ 6,500 N/A N/A $ 42,000 6
George W. Landau .............. $ 7,500 N/A N/A $ 62,500 7
Robert J. McGuire ............. $ 7,500 N/A N/A $ 7,500 1
Martin M. Torino .............. $ 7,000 N/A N/A $ 50,000 6
Miklos A. Vasarhelyi .......... $ 6,500 N/A N/A $ 6,500 1
</TABLE>
--------------
* Mr. Gordon resigned as of December 20, 1999.
THE BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT
THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
7
<PAGE>
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,
2001. At a meeting held on May 8, 2000, the Board, including the Non-interested
Directors, approved the selection of PricewaterhouseCoopers LLP for the fiscal
year ending March 31, 2001. 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.
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 2001 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than January 26, 2001. 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 at least 1% of the
outstanding Shares or Shares with a market value of at least $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 ("1934 Act").
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, 466 Lexington
Avenue, 16th Floor, New York, NY 10017, not later than May 9, 2001; provided,
however, that in the event that the date of the 2001 annual meeting is advanced
or delayed by more than 30 days from July 24, 2001, the first anniversary of the
2000 annual meeting, notice by such shareholder to be timely must be so
8
<PAGE>
received not later than the close of business on the 10th day following the day
on which notice or public announcement of the date of the 2001 meeting is given
or 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, (iv) a representation that the
shareholder is a holder of record of Shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business,
and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the advance notice deadline for
submission of proposals pursuant to the Fund's By-Laws indicated above. Even if
timely notice is received, the Fund may exercise discretionary voting authority
in certain other circumstances as described under Rule 14a-4(c) under the 1934
Act which governs the Fund's use of discretionary voting authority.
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.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH TO HAVE YOUR SHARES
VOTED, PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD(S) IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares of the
Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
---------------- ------------------ ---------
<S> <C> <C>
* President and Fellows of Harvard College ......... 377,200 6.10%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
</TABLE>
--------------
* As stated in the Schedule 13G on file with the Securities and Exchange
Commission as of February 14, 2000.
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 C/O CSAM AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW
YORK 10017, 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.
9
<PAGE>
THE BRAZILIAN EQUITY FUND, INC.
3910-PS-7/00
<PAGE>
PROXY
THE BRAZILIAN EQUITY FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
The undersigned hereby appoints Messrs. Michael A. Pignataro and Hal Liebes as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side and in accordance with their
judgment 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 24,
2000, and at any adjournments thereof.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
/x/ PLEASE MARK 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.
1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
Nominees: (01) Martin Torino (three-year term) PRICEWATERHOUSECOOPERS
(02) Richard Wall (three-year term) LLP AS INDEPENDENT PUBLIC / / / / / /
ACCOUNTANTS OF THE FUND
/ / FOR all nominees listed above (except as marked FOR THE FISCAL YEAR ENDING
to the contrary above) MARCH 31, 2001.
/ / WITHHOLD AUTHORITY to vote for all nominees
listed above.
(Instruction: To withhold authority for any individual
nominee, strike a line through such individual's name
above.)
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:_______________
</TABLE>
