SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
THE BRAZIL 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)(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 identity 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:
[LOGO] 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Brazil Fund, Inc. May 19, 2003
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To the Stockholders:
The Annual Meeting of Stockholders of The Brazil Fund, Inc. (the "Fund") is to
be held at 10:45 a.m., Eastern time, on Wednesday, July 9, 2003 at the offices
of Deutsche Investment Management Americas Inc., part of Deutsche Asset
Management, 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154. Stockholders who are unable to attend this meeting are strongly
encouraged to vote by proxy, which is customary in corporate meetings of this
kind. A Proxy Statement regarding the meeting, a proxy card for your vote at the
meeting and an envelope -- postage prepaid -- in which to return your proxy are
enclosed.
At the Annual Meeting the stockholders will elect two Directors. In addition,
the stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of the two nominees for
Directors.
Respectfully,
/s/Nicholas Bratt /s/Richard T. Hale
Nicholas Bratt Richard T. Hale
President Chairman of the Board
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STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
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THE BRAZIL FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Brazil Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Brazil Fund,
Inc. (the "Fund") has been called to be held at the offices of Deutsche
Investment Management Americas Inc., part of Deutsche Asset Management, 25th
Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
July 9, 2003 at 10:45 a.m., Eastern time, for the following purpose:
To elect two Directors of the Fund to hold office for a term of three
years or until their respective successors shall have been duly elected
and qualified.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on May 9, 2003 are entitled to vote at the meeting and any adjournments
thereof.
By order of the Board of Directors,
/s/John Millette
John Millette, Secretary
May 19, 2003
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IMPORTANT -- We urge you to sign and date the enclosed proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
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PROXY STATEMENT
General
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Brazil Fund, Inc. (the "Fund") for use at the
Annual Meeting of Stockholders, to be held at the offices of Deutsche Investment
Management Americas Inc., ("DeIM" or the "Investment Manager"), part of Deutsche
Asset Management, 25th Floor, 345 Park Avenue (at 51st Street), New York, New
York 10154, on Wednesday, July 9, 2003 at 10:45 a.m., Eastern time, and at any
adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are first
being mailed to stockholders on or about May 19, 2003, or as soon as practicable
thereafter. Any stockholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the Fund, 345
Park Avenue, New York, New York 10154) or in person at the Meeting, by executing
a superseding proxy or by submitting a notice of revocation to the Fund. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, for each proposal
referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will have
no other effect on, the vote for the proposal which requires the approval of a
majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business on
May 9, 2003 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments. There were 16,373,688 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight relevant
information, including investment results and a review of portfolio changes. You
may receive an additional copy of the annual report for the fiscal year ended
June 30, 2002 and a copy of the semiannual report for the six-month period ended
December 31, 2002, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
1
PROPOSAL: ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of contrary
instructions, to vote all proxies for the election of the two nominees listed
below as Directors of the Fund to serve for a term of three years, or until
their respective successors are duly elected and qualified. The nominees have
consented to stand for election and to serve if elected. If any such nominee
should be unable to serve, an event not now anticipated, the proxies will be
voted for such person, if any, as shall be designated by the Board of Directors
to replace any such nominee. For election of Directors at the Meeting, the Board
of Directors has approved the nomination of the individuals listed below.
Information Concerning Nominees
The following table sets forth certain information concerning each of the two
nominees as a Director of the Fund. Each of the nominees is now a Director of
the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
Class II -- Nominees to serve until 2006 Annual Meeting of Stockholders:
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Occupation or Dollar Range of Registered Investment
Employment and Equity Companies Overseen by
Name (Age) Directorships Year First Securities in Director in Family of
Address in Publicly Held Became a the Fund as of Investment Companies as
Noninterested Directors Companies Director April 30, 2003^1 of April 30, 2003^1
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Robert J. Callander (72) Retired Vice Chairman, 2000 $10,001- $50,001-$100,000
c/o Deutsche Investment Chemical Banking $50,000
Management Corporation;
Americas Inc. Directorships: ARAMARK
345 Park Avenue Corporation (food
New York, NY 10154 service) and
Metropolitan Opera
Association; Member,
Council on Foreign
Relations; Previously
Visiting
Professor/Executive-in-Residence,
Columbia University
Business School;
Formerly, Director,
Barnes Group, Inc.
(manufacturing) (until
April 2001).
Mr. Callander serves on
the boards of three
other funds managed by
DeIM.
2
Class II -- Nominees to serve until 2006 Annual Meeting of Stockholders:
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Occupation or Dollar Range of Registered Investment
Employment and Equity Companies Overseen by
Name (Age) Directorships Year First Securities in Director in Family of
Address in Publicly Held Became a the Fund as of Investment Companies as
Noninterested Directors Companies Director April 30, 2003^1 of April 30, 2003^1
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Kenneth C. Froewiss (57) Clinical Professor of 1997 $10,001- $10,001-$50,000
c/o Deutsche Investment Finance, NYU Stern $50,000
Management School of Business;
Americas Inc. Member, Finance Committee,
345 Park Avenue Association for Asian
New York, NY 10154 Studies; Managing
Director, J.P. Morgan
(investment banking firm)
(until 1996). Mr. Froewiss
serves on the boards of
three other funds
managed by DeIM.
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3
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, with each Director serving
for a term of three years. The terms of the Class III and I Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes.
Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Interested Director in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
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Richard T. Hale (57)* Managing Director, 2002 None Over $100,000
c/o Deutsche Investment Deutsche Bank
Management Securities Inc.
Americas Ic. (formerly DB Alex.
345 Park Avenue Brown LLC) and
New York, NY 10154 Deutsche Asset
Management (1999 to
present); Director
and President,
Investment Company
Capital Corp.
(registered
investment advisor)
(1996 to present);
Director, Deutsche
Global Funds, Ltd.
(2000 to present),
CABEI Fund (2000 to
present), North
American Income Fund
(2000 to present);
Director, Scudder
Global Opportunities
Fund (since 2003);
Director/Officer
Deutsche/Scudder
Mutual Funds
(various dates, 200
funds overseen);
President,
Montgomery Street
Income Securities,
Inc. (2002 to
present) (registered
investment
companies); Vice
President, Deutsche
Asset Management,
Inc. (2000 to
present); formerly,
Director, ISI Family
of Funds (registered
investment
companies; 4 funds
overseen) (1992 to
1999); Managing
Director, DeIM (2003
to present).
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4
Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Noninterested Directors in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
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Ronaldo A. da Frota Director and Chief 1987 $50,001- Over $100,000
Nogueira (64) Executive Officer, IMF $100,000
c/o Deutsche Investment Editora Ltd. (financial
Management publisher); Director,
Americas Inc. Brazilian Association
345 Park Avenue of Securities Analysts
New York, NY 10154 (ABAMEC-Brazil);
Member, Board of
Association of
Certified International
Investment Analysts
(ACIIA). Mr. Nogueira
serves on the boards of
three other funds
managed by DeIM.
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5
Class III -- Directors to serve until 2004 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Noninterested Directors in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
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Susan Kaufman For-Profit Corporate 2001 $1-$10,000 $1-$10,000
Purcell (60) Boards: Director,
c/o Deutsche Investment Valero Energy
Management Corporation;
Americas Inc. Non-Profit
345 Park Avenue Organizations: Vice
New York, NY 10154 President, Council
of the Americas;
Vice President,
Americas Society;
Non-Profit
Directorships:
Freedom House,
Foundation for
Management Education
in Central America
(FMECA) and National
Endowment for
Democracy (until
1999); Member,
Advisory Board, The
Inter-American
Foundation; Member,
Council on Foreign
Relations; and
Member, The Economic
Club of New York.
Previously Member,
Policy Planning
Staff, US Department
of State and
Associate Professor
of Political
Science, University
of California, Los
Angeles (UCLA). Dr.
Purcell serves on
the boards of three
other funds managed
by DeIM.
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6
Class I -- Directors to serve until 2005 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Interested Director in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
-------------------------------------------------------------------------------------------------------------------
Nicholas Bratt (54)* President (since 1987); 2001+ $10,001- Over $100,000
c/o Deutsche Investment Managing Director of $50,000
Management Deutsche Asset
Americas Inc. Management; Director,
345 Park Avenue Korea Society (private
New York, NY 10154 society). Mr. Bratt
serves on the boards of
three other funds
managed by DeIM.
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7
Class I -- Directors to serve until 2005 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Nonnterested Directors in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
-------------------------------------------------------------------------------------------------------------------
William H. Luers (74) President and Chief 1997 $1-$10,000 $10,001-$50,000
c/o Deutsche Investment Executive Officer,
Management United Nations
Americas Inc. Association;
345 Park Avenue Director, Wickes
New York, NY 10154 Lumber Company
(building
materials), America
Online Latin
America, The Gilman
Foundation; Member:
Advisory Board, The
Trust for Mutual
Understanding;
Trustee: Rockefeller
Brothers Fund,
Trustee Advisory
Council -- Appeal of
Conscience
Foundation;
formerly, President,
Metropolitan Museum
of Art (1986-1999)
(retired), Director,
StoryFirst
Communications, Inc.
(owns television and
radio stations in
Russia and Ukraine)
(1996-1999), The
Eurasia Foundation
(2000-2002), IDEX
Corporation (liquid
handling equipment
manufacturer)
(1991-2003); Member,
Executive Committee
and Board of
Directors, East-West
Institute
(1988-2002). Mr.
Luers serves on the
boards of three
other funds managed
by DeIM.
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8
Class I -- Directors to serve until 2005 Annual Meeting of Stockholders:
Aggregate Dollar Range of
Equity Securities in All
Present Office with the Registered Investment
Fund, if any; Principal Dollar Range of Companies Overseen by
Name (Age) Occupation or Employ Year First Equity Securities Director in Family of
Address ment and Directorships Became a in the Fund as of Investment Companies as
Nonnterested Director in Publicly Held Companies Director April 30, 2003^1 of April 30, 2003^1
-------------------------------------------------------------------------------------------------------------------
Kesop Yun (57) Professor (formerly 2001 None None
c/o Deutsche Investment Dean, 1999-2001),
Management College of Business
Americas Inc. Administration, Seoul
345 Park Avenue National University,
New York, NY 10154 Seoul, Korea; Director,
The Korea
Liberalisation Fund,
Inc. (U.K.)
(1996-1999); Visiting
Professor of London
Business School
(1997-1998); President,
Korea Securities &
Economy Institute
(1994-1995); President,
Korea Tax Association
(1994-1995). Mr. Yun
serves on the boards of
three other funds
managed by DeIM.
All Directors and Officers as a group 11,072 Shares Less than 1/4 of 1% of Shares
of the Fund
-------------------------------------------------------------------------------------------------------------
* Director considered by the Fund and its counsel to be an "interested person"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended) of the Fund or of the Fund's investment
manager, DeIM. Mr. Hale and Mr. Bratt each is deemed to be an interested
person because of his affiliation with the Fund's investment manager, DeIM,
or because he is an Officer of the Fund or both.
+ Mr. Bratt previously served on the Board from 1987 to 1997.
1 The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power.
9
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(j) of the
Investment Company Act of 1940, as amended (the "1940 Act"), as applied to a
fund, require the Fund's Officers and Directors, investment manager, investment
advisor, affiliates of the Fund's investment manager and investment advisor, and
persons who beneficially own more than ten percent of a registered class of the
Fund's outstanding securities ("Reporting Persons"), to file reports of
ownership of the Fund's securities and changes in such ownership with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange.
Such persons are required by SEC regulations to furnish the Fund with copies of
all such filings.
Based on a review of reports filed by the Fund's directors and executive
officers, the Investment Manager, officers and directors of the Investment
Manager, affiliated persons of the Investment Manager and beneficial holders of
10% or more of the Fund's outstanding stock, and written representations by the
Reporting Persons that no year-end reports were required for such persons, all
filings required by Section 16(a) of the Securities Exchange Act of 1934 for the
fiscal year ended June 30, 2002 were timely except that David Wasserman (a
former Director of Zurich Scudder Investments, Inc.), Kesop Yun and Susan
Kaufman Purcell each filed a Form 3 late. As a convenience to the directors, the
Investment Manager assists the directors in making their Section 16 filings.
According to filings made with the SEC in April 2003, March 2003, January 2003,
February 2003 and February 2000, respectively, for reporting ownership as of
December 31 of the previous year, the following owned beneficially more than 5%
of the Fund's outstanding stock:
Schedule 13D, Carrousel Fund Ltd, 3A Harrington Road, London SW7 3ES, reported
beneficial ownership of 1,565,800 shares, or 9.52% of the Fund's shares. On May
15, 2003, Carrousel Fund Ltd amended its filing to state that as of May 8, 2003,
prior to the record date, it reports beneficial ownership of 810,800 shares, or
4.9% of the Fund's shares.
Form 3, State Teacher's Retirement System of Ohio, 275 East Broad Street,
Columbus, Ohio, 43215, reported beneficial ownership of 998,900 shares, or 6.08%
of the Fund's shares.
Schedule 13G/A, President & Fellows of Harvard College, c/o Harvard Management
Company, 600 Atlantic Avenue, Boston, MA 02110, reported beneficial ownership of
3,847,901 shares, or 23.4% of the Fund's shares.
Schedule 13G/A, Lazard Freres & Company, LLC, 30 Rockefeller Plaza, 59th Floor,
New York, NY 10020, reported beneficial ownership of 1,526,900 shares, or 9.3%
of the Fund's shares.
Schedule 13G, UBS AG/NY, 299 Park Avenue, New York, NY 10171, reported
beneficial ownership of 872,400 shares, or 5.5% of the Fund's outstanding stock.
Except as noted above, to the best of the Fund's knowledge, as of April 30,
2003, no other person owned beneficially more than 5% of the Fund's outstanding
stock.
Honorary Director
Mr. Roberto Teixeira da Costa serves as an Honorary Director of the Fund.
Honorary Directors are invited to attend all Board meetings and to participate
in Board discussions, but are not entitled to vote on any matter presented to
the Board. Mr. da Costa became a Director of the Fund in 1993 and retired from
the Board in 2001.
10
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met five times during the fiscal year ended
June 30, 2002. The Noninterested Directors also held two additional meetings
with their counsel. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
he or she served as regular members, except Mr. Yun, who attended 60% of the
meetings.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors.
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of the Investment Manager ("Noninterested
Directors") as defined in the 1940 Act, which met twice during the fiscal year
ended June 30, 2002. The members of the Audit Committee are independent, as
independence is defined in the listing standards of the New York Stock Exchange.
The Audit Committee reviews with management and the independent accountants for
the Fund, among other things, the scope of the audit and the controls of the
Fund and its agents, reviews and discusses with management the Fund's annual
audited financial statements, reviews the auditor's required communications
regarding the scope and results of the audit that may assist the Audit Committee
in overseeing management's financial reporting and disclosure process, reviews
and approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for the Fund to
the Board, reviews matters related to the independence of the Fund's independent
accountants and in general considers and reports to the Board on matters
regarding the Fund's accounting and bookkeeping practices.
The Board of Directors has adopted a written charter for the Audit Committee.
At a meeting held on April 2, 2003, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending June 30, 2004. The Fund's financial statements for the
fiscal year ended June 30, 2002 were audited by PricewaterhouseCoopers LLP. The
following table sets forth the aggregate fees billed for professional services
rendered by PricewaterhouseCoopers LLP^1:
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees^2
--------------------------------------------------------------------------------
$91,300 $0 $21,690,948
--------------------------------------------------------------------------------
The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees for professional services rendered for the audit of the Fund for
the most recent fiscal year. The fees disclosed under the captions "Financial
Information Systems Design and Implementation Fees" and "All Other Fees" include
fees billed for services, if any, during the most recent fiscal year to the
Fund, DeIM and all entities controlling, controlled by, or under common control
with DeIM that provide services to the Fund.
-----------------------
^1 In addition to the amount shown in the table, PricewaterhouseCoopers
LLP billed fees during the year ended June 30, 2002 of approximately
$7,209,923 for professional services rendered for audit and tax
services provided to other DeIM-advised funds.
^2 All Other Fees includes $1,094,176 for services in connection with
risk management, taxation, attest/agreed upon procedures, review of
filings with the SEC and testing of internal controls for DeIM and
other related entities that provide support for the operations of the
funds.
11
The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, DeIM and entities
controlling, controlled by or under common control with DeIM that provide
services to the Fund, and, based in part on certain representations and
information provided by PricewaterhouseCoopers LLP, determined that the
provision of these services was compatible with maintaining
PricewaterhouseCoopers LLP's independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will be available by telephone to respond to appropriate
questions and to make a statement if they wish to do so.
Audit Committee Report
In connection with the audited financial statements as of and for the fiscal
year ended June 30, 2002 included in the Fund's Annual Report for the fiscal
year ended June 30, 2002 (the "Annual Report"), at a meeting held on August 21,
2002, the Audit Committee considered and discussed the annual audited financial
statements with management and the independent accountants, and discussed the
audit of such financial statements with the independent accountants.
The Audit Committee also discussed with the independent accountants the matters
required to be discussed by Statement On Auditing Standards No. 61
(Communications with Audit Committees). The independent accountants provided to
the committee the written disclosure and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Audit Committee discussed with representatives of the independent
accountants their firm's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with auditing standards
generally accepted in the United States of America or that the financial
statements are presented in accordance with accounting principles generally
accepted in the United States of America.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Audit Committee's Charter and those discussed above,
the Audit Committee of the Fund recommended to the Board of Directors of the
Fund that the audited financial statements be included in the Fund's Annual
Report.
The Audit Committee currently consists of Messrs. Froewiss (Chairman),
Callander, Luers, Nogueira and Yun and Dr. Purcell.
12
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee met once during the fiscal year ended
June 30, 2002. The Committee is charged with the duty of making all nominations
for Noninterested Directors and consideration of other related matters. The
Committee met on April 2, 2003 to nominate the nominees for Noninterested
Directors presented in this proxy statement. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action.
Executive Committee
The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors not otherwise delegated, except
for the declaration of dividends and distributions. The Executive Committee acts
when the full Board of Directors is not in session. Messrs. Bratt and Hale are
the members of the Executive Committee of the Fund. The Executive Committee did
not meet during the fiscal year ended June 30, 2002.
Valuation Committee
The Valuation Committee monitors the valuation of portfolio securities and other
investments and, as required by the Fund's valuation policies when the full
Board is not in session, determines the fair value of illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Bratt and Froewiss
members of the Valuation Committee, with Messrs. Callander and Hale as
alternates. The Valuation Committee met once during the fiscal year ended June
30, 2002.
13
Executive Officers
In addition to Mr. Bratt, a Director who is also an Officer of the Fund, the
following persons are Executive Officers of the Fund:
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment^1 an Officer^2
-------------------------------------------------------------------------------------------------------------
Kate Sullivan D'Eramo (46) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Judith A. Hannaway (50) Vice President; Managing Director of Deutsche Asset 1997
Management.
Tara C. Kenney (42) Vice President; Director of Deutsche Asset Management. 2000
John Millette (40) Vice President and Secretary; Director of Deutsche Asset 1999
Management.
Caroline Pearson (41) Assistant Secretary; Managing Director of Deutsche Asset 1998
Management.
Charles A. Rizzo (45) Treasurer and Chief Financial Officer; Director of Deutsche 2002
Asset Management since 2000; prior thereto, Vice President
and Department Head, BT Alex. Brown Incorporated (now
Deutsche Bank Securities Inc.) (1998-1999); Senior Manager,
Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP)
(1993-1998).
Paul H. Rogers (47) Vice President; Director of Deutsche Asset Management. 1998
Bruce Rosenblum (42) Vice President and Assistant Secretary; Director of 2002
Deutsche Asset Management since 2002; prior thereto, Vice
President of Deutsche Asset Management 2000-2002; and
partner with the law firm of Freedman, Levy, Kroll &
Simonds.
Salvatore Schiavone (37) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Lucinda H. Stebbins (57) Assistant Treasurer; Director of Deutsche Asset Management. 2003
-------------------------------------------------------------------------------------------------------------
^1 Unless otherwise stated, all Executive Officers have been associated
with DeIM, Deutsche Asset Management, or predecessor organizations for
more than five years, although not necessarily in the same capacity.
Messrs. Bratt, Rizzo, Rogers and Schiavone and Mses. D'Eramo and
Hannaway own securities of Deutsche Bank A.G.
^2 The President, Treasurer and Secretary each hold office until his
successor has been duly elected and qualified, and all other officers
hold office in accordance with the By-Laws of the Fund.
14
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Noninterested Directors was $77,139, including expenses, for the fiscal year
ended June 30, 2002. Each such Noninterested Director currently receives fees,
paid by the Fund, of $750 per Directors' meeting attended and an annual
Director's fee of $6,000, except for Mr. Nogueira who as a Resident Brazilian
Director receives an annual fee of $12,000. Effective January 1, 2003, the Lead
Director of the Noninterested Directors (currently Mr. Callander) and the
Chairman of the Audit Committee (currently Mr. Froewiss) each receives an
additional $2,500 annual fee for serving in that capacity. Each Director also
receives $250 per committee meeting attended (other than audit committee
meetings and meetings held for the purpose of considering arrangements between
the Fund and the Investment Manager or an affiliate of the Investment Manager,
for which such Director receives a fee of $750). DeIM supervises the Fund's
investments, pays the compensation and certain expenses of its personnel who
serve as Directors and Officers of the Fund, and receives a management fee for
its services. Several of the Fund's Officers and Directors are also officers,
directors or employees of DeIM and participate in the fees paid to that firm
(see "Investment Manager"), although the Fund makes no direct payments to them.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay such benefits to its Directors.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by DeIM for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
15
Compensation Table for the year ended December 31, 2002
--------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Compensa-
tion as a Director/Trustee
of the Fund and Other
Scudder Funds
Aggregate Pension or Retirement Estimated Annual
Name of Person, Compensation Benefits Accrued as Benefits Upon Paid by Paid by
Position from the Fund Part of Fund Expenses Retirement Funds DeIM
--------------------------------------------------------------------------------------------------------
Robert J. Callander, $11,500 N/A N/A $46,750
Director (4 funds) $9,000*
Kenneth C. Froewiss, $11,500 N/A N/A $46,750
Director (4 funds) $9,000*
William H. Luers, $10,000 N/A N/A $42,250
Director (4 funds) $9,000*
Ronaldo A. da Frota $17,500 N/A N/A $52,750
Nogueira, Director (4 funds) $9,000*
Susan Kaufman Purcell, $11,500 N/A N/A $46,750
Director (4 funds) $9,000*
Kesop Yun, $11,500 N/A N/A $46,750
Director (4 funds) $6,000*
--------------------------------------------------------------------------------------------------------
* DeIM paid the fees of Noninterested Directors for attendance at
meetings to discuss and approve a new Investment Management Agreement
between the Fund and DeIM.
Required Vote
Election of each of the listed nominees for Director requires the affirmative
vote of a majority of the votes cast at the Meeting in person or by proxy. Your
Fund's Directors recommend that stockholders vote in favor of each of the
nominees.
The Investment Manager
On April 5, 2002, Zurich Scudder Investments, Inc. ("Scudder"), the investment
manager of the Fund, was acquired by Deutsche Bank AG. Upon the closing of this
transaction, Scudder became part of Deutsche Asset Management and changed its
name to Deutsche Investment Management Americas Inc. ("DeIM" or the "Investment
Manager").
Under the supervision of the Board of Directors of the Fund, DeIM, with
headquarters at 345 Park Avenue, New York, New York, makes the Fund's investment
decisions, buys and sells securities for the Fund and conducts research that
leads to these purchase and sales decisions. DeIM and its predecessors have more
than 80 years of experience managing mutual funds and provides a full range of
investment advisory services to institutional and retail clients. The Fund's
investment manager is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
16
Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management Inc.,
Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company
Americas and Scudder Trust Company. Deutsche Asset Management is a global asset
management organization that offers a wide range of investing expertise and
resources, including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This well-resourced
global investment platform brings together a wide variety of experience and
investment insight, across industries, regions, asset classes and investing
styles. DeIM is an indirect wholly owned subsidiary of Deutsche Bank AG.
Deutsche Bank AG is a major global banking institution that is engaged in a wide
range of financial services, including investment management, mutual funds,
retail, private and commercial banking, investment banking and insurance.
The Investment Manager, the predecessor of which is Scudder, Stevens & Clark,
Inc., is one of the most experienced investment counseling firms in the US. It
was established as a partnership in 1919 and pioneered the practice of providing
investment counsel to individual clients on a fee basis. In 1928 it introduced
the first no-load mutual fund to the public. In 1953 Scudder introduced Scudder
International Fund, Inc., the first mutual fund available in the US investing
internationally in securities of issuers in several foreign countries. The
predecessor firm reorganized from a partnership to a corporation on June 28,
1985. On December 31, 1997, Zurich Insurance Company ("Zurich") acquired a
majority interest in Scudder, and Zurich Kemper Investments, Inc., a Zurich
subsidiary, became part of Scudder. Scudder's name changed to Scudder Kemper
Investments, Inc. On January 1, 2001, the Investment Manager changed its name
from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc. On
April 5, 2002, 100% of the Investment Manager was acquired by Deutsche Bank AG.
DeIM is a Delaware corporation. Thomas J. Hughes^1, Deborah A. Flickinger^1,
Phillip Freiherr von Girsewald^2, and William N. Shiebler^1 (Chairman) are
Directors of DeIM. Thomas F. Eggers^3 is President and Chief Executive Officer,
William G. Butterly, III^1 is Secretary, General Counsel and Chief Legal
Officer, Gwyn M. Thomas^1 is Treasurer, Linda J. Wondrak^4 is Chief Compliance
Officer, and Nicholas Bratt^3 is Corporate Vice President of DeIM.
-----------------------
^1 280 Park Avenue, New York, NY
^2 Taunusanlage 12, Frankfurt 60325, Germany A21-01
^3 345 Park Avenue, New York, NY 10154
^4 Two International Place, Boston, MA 02110
17
Other Matters
The Board of Directors does not know of any matters to be brought before the
Meeting other than that mentioned in this Proxy Statement. The appointed proxies
will vote on any other business that comes before the Meeting or any adjournment
thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by telephone
by Officers of the Fund or personnel of DeIM. The Fund has retained Georgeson
Shareholder Communications, Inc. ("Georgeson"), 17 State Street, New York, New
York 10004 to assist in the proxy solicitation. The cost of its services is
estimated at $9,500 plus expenses. The costs and expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Georgeson, in person or by telephone, will be borne by
the Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees, for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.
As the meeting date approaches, certain stockholders may receive a telephone
call from a representative of Georgeson if their votes have not been received.
Authorization to permit Georgeson to execute proxies may be obtained by
telephonic or electronically transmitted instructions from stockholders of the
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures described below. The Fund believes that these procedures are
reasonably designed to ensure that both the identity of the stockholder casting
the vote and the voting instructions of the stockholder are accurately
determined.
If a stockholder wishes to participate in the Meeting, but does not wish to give
a proxy by telephone or electronically, the stockholder may still submit the
proxy card originally sent with this proxy statement or attend in person. Should
stockholders require additional information regarding the proxy or a replacement
proxy card, they may contact Georgeson toll-free at 1-866-884-8045. Any proxy
given by a stockholder is revocable until voted at the Meeting.
In the event that sufficient votes in favor of the proposal set forth in the
Notice of this Meeting are not received by July 9, 2003, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
18
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2004 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Deutsche Investment Management
Americas Inc. at 345 Park Avenue, New York, New York 10154, by January 20, 2004.
The timely submission of a proposal does not guarantee its inclusion.
For business to be properly brought before the annual meeting by a stockholder,
the stockholder 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 by certified mail, return receipt requested, and received at the
principal executive offices of the Fund not later than 90 days nor more than 120
days prior to the date of the meeting; provided, however, that if less than 100
days' notice or prior public disclosure is given or made to stockholders, any
such notice by a stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which such
notice of the date of the annual or special meeting was given or such public
disclosure was made.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2004 meeting of stockholders which are not included in the
proxy statement and form of proxy, if notice of such proposals is not received
by the Fund at the above address within the timeframe 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 stockholders have executed and returned to the Fund on matters
not specifically reflected on the form of proxy.
By order of the Board of Directors,
/s/John Millette
John Millette
Secretary
345 Park Avenue
New York, New York 10154
May 19, 2003
19
Instructions for Voting Your Proxy
The Brazil offers shareholders of record three alternative ways of voting their
proxies:
o By Telephone
o Through the Internet (using a browser)
o By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had mailed your proxy card. We encourage you to use
these cost effective and convenient ways of voting.
----------------
TELEPHONE VOTING Available only until 4:00 p.m. EST July 8, 2003.
----------------
o Call TOLL-FREE: 1-866-884-8045, Monday through Friday, 9 AM-11 PM EST.
o Your vote will be confirmed and cast as you directed.
---------------
INTERNET VOTING Available only until 4:00 p.m. EST on July 8, 2003.
---------------
o Visit the Internet voting Website at http://proxy.georgeson.com
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen.
o You will incur only your usual Internet charges.
--------------
VOTING BY MAIL
--------------
o Simply sign and date your proxy card and return it in the postage-paid
envelope.
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
PROXY THE BRAZIL FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- July 9, 2003
The undersigned hereby appoints Bruce Rosenblum, John Millette and Caroline
Pearson and each of them, the proxies of the undersigned, with the power of
substitution to each of them, to vote all shares of The Brazil Fund, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of The
Brazil Fund, Inc. to be held at the offices of Deutsche Investment Management
Americas Inc., part of Deutsche Asset Management, 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154, on Wednesday, July 9, 2003 at 10:45
a.m., Eastern time, and at any adjournments thereof.
Please sign exactly as your name or names appear.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title
as such.
--------------------------------------------------
(Signature of Stockholder)
--------------------------------------------------
(Signature of joint owner, if any)
Date ______________________________________ , 2003
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
To vote, mark blocks below in
blue or black ink as follows: |X|
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the item listed below.
The election of two Directors: FOR all nominees listed WITHHOLD AUTHORITY
at left (except as marked to vote for all nominees
Nominees: Class II: Robert J. Callander and Kenneth C. Froewiss to the contrary at left) listed at left
__ __
(INSTRUCTION: To withhold authority to vote for any individual nominee, write |__| |__|
that nominee's name on the space provided below.)
--------------------------------------------------------------------------------
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
(continued on other side)