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:
[X ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[ ] 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:
Preliminary
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Brazil Fund, Inc. May ___, 2004
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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 7, 2004 at the offices
of Deutsche Investment Management Americas Inc., part of Deutsche Asset
Management, 29th Floor, East Side, 280 Park Avenue (at 48th-49th Streets), New
York, New York 10017. 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 three 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. All of our
independent directors plan to attend this meeting and look forward to meeting,
and being accessible to, interested stockholders.
Your Fund's Directors recommend that you vote in favor of the three nominees for
Directors.
Respectfully,
/s/Richard T. Hale
Richard T. Hale
Chairman of the Board and President
on behalf of the full 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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Preliminary
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, 29th
Floor, East Side, 280 Park Avenue (at 48th-49th Streets), New York, New York
10017, on Wednesday, July 7, 2004 at 10:45 a.m., Eastern time, for the following
purpose:
To elect three 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 April 8, 2004 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 ____, 2004
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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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Preliminary
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., a Maryland corporation, (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, 29th Floor, East Side, 280 Park
Avenue (at 48th-49th Streets), New York, New York 10017, on Wednesday, July 7,
2004 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 ____, 2004, 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.
With respect to the election of director nominees, abstentions and
broker-non-votes will have the same effect as a vote not to elect the nominees,
because election of a nominee requires the affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote. See "Proposal:
Election of Directors -- Required Vote."
Holders of record of the common stock of the Fund at the close of business on
April 8, 2004 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments. There were 16,241,288 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which include 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, 2003 and a copy of the semiannual report for the six-month period ended
December 31, 2003, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
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 three nominees listed
below as Directors of the Fund to serve for a term of three years, and until
their respective successors are duly elected and qualify. 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
1
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 three
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 III -- Nominees to serve until 2007 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
Interested Director Companies Director April 30, 2004^1 of April 30, 2004^1
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[GRAPHIC OMITTED] Chairman (since 2002) 2002 None Over $100,000
Richard T. Hale (58)* and President (since
c/o Deutsche Investment 2003) of the Fund;
Management Managing Director, DeIM
Americas Inc. (2003 to present).
345 Park Avenue Managing Director,
New York, NY 10154 Deutsche Bank
Securities Inc.
(formerly Deutsche Bank
Alex. Brown Inc.) and
Deutsche Asset
Management (1999 to
present); Director and
President, Investment
Company Capital Corp.
(registered investment
advisor) (1996 to
present); Director,
Deutsche Global Fund,
Ltd. (2000 to present);
Director, Scudder
Global Opportunities
Funds (since 2003);
Director/Officer
Deutsche/Scudder Mutual
Funds (various dates,
202 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).
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2
Class III -- Nominees to serve until 2007 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
Interested Directors** Companies Director April 30, 2004^1 of April 30, 2004^1
-------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED] Director and Chief 1987 $50,001- Over $100,000
Ronaldo A. da Frota Executive Officer, IMF $100,000
Nogueira (65) Editora Ltd. (financial
c/o Deutsche Investment publisher); Chairman of
Management the Certification
Americas Inc. Committee and Director,
345 Park Avenue APIMEC Nacional
New York, NY 10154 (Brazilian Association
of Investment
Professionals and
Analysts); 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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3
Class III -- Nominees to serve until 2007 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
Interested Directors** Companies Director April 30, 2004^1 of April 30, 2004^1
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[GRAPHIC OMITTED] Non-Profit 2001 $1-$10,000 $1-$10,000
Susan Kaufman Organizations: Vice
Purcell (61) President, Council of
c/o Deutsche Investment the Americas; Vice
Management President, Americas
Americas Inc. Society; For-Profit
345 Park Avenue Corporate Boards:
New York, NY 10154 Director, Valero Energy
Corporation; Non-Profit
Directorships: Freedom
House, Foundation for
Management Education in
Central America (FMECA),
National Endowment for
Democracy (until 1999)
and Women's Foreign
Policy Group
(1999-Jan. 2004);
Member, Advisory
Board, The Inter-American
Foundation; Member,
Council on Foreign
Relations; and Member,
The Economic Club of
New York (private club).
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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4
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 I and II Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes. Unless otherwise noted, each Director has engaged
in the principal occupation listed in the following table for more than five
years, but not necessarily in the same capacity. It is currently anticipated
that Messrs. Callander and Luers will resign from the Board on or about April
30, 2005 in accordance with the Board's retirement policy.
Class I -- Directors to serve until 2005 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 of
Independent Directors** Companies Director April 30, 2004^1 April 30, 2004^1
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[GRAPHIC OMITTED] Professor (formerly 2001 None None
Kesop Yun (58) Dean, 1999-2001),
c/o Deutsche Investment College of Business
Management Administration, Seoul
Americas Inc. National University,
345 Park Avenue Seoul, Korea; Director,
New York, NY 10154 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.
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5
Class I -- Directors to serve until 2005 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 of
Independent Directors** Companies Director April 30, 2004^1 April 30, 2004^1
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[GRAPHIC OMITTED] President and Chief 1997 $1-$10,000 $10,001-$50,000
William H. Luers (75) Executive Officer,
c/o Deutsche Investment United Nations Associates
Management of U.S.A.; Director,
Americas Inc. Wickes Lumber Company
345 Park Avenue (building materials),
New York, NY 10154 America Online Latin
America, The Gilman
Foundation, and Rubin
Art Museum (Asian art
museum) (2003-present);
Member: Advisory Board,
The Trust for Mutual
Understanding and
Christie's Inc. (art
auction house)
(2003-present); 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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6
Class II -- Directors 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 of
Independent Directors** Companies Director April 30, 2004^1 April 30, 2004^1
-------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED] Retired Vice Chairman, 2000 $10,001- $50,001-$100,000
Robert J. Callander (73) Chemical Banking $50,000
c/o Deutsche Investment Corporation;
Management Directorships: ARAMARK
Americas Inc. Corporation (food
345 Park Avenue service) and
New York, NY 10154 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.
[GRAPHIC OMITTED] Clinical Professor of 1997 $10,001- $10,001-$50,000
Kenneth C. Froewiss (58) Finance, NYU Stern $50,000
c/o Deutsche Investment School of Business;
Management (1997-present) Member,
Americas Inc. Finance Committee,
345 Park Avenue Association for
New York, NY 10154 Asian Studies;
(1992-present);
Managing Director,
J.P. Morgan
(investment banking
firm) (1984-1996).
Mr. Froewiss serves
on the boards of
three other funds
managed by DeIM.
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All Directors and Officers as a group __ 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 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.
** Director considered by the Fund and its counsel not to be "interested
persons" of the Fund or of the Fund's investment manager, DeIM.
^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.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Section 30(j) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a closed-end management investment company, 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"). 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 Exchange Act for the fiscal year ended
June 30, 2003 were timely. 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 February 2004, February 2004 and April
2004, respectively, the following owned beneficially more than 5% of the Fund's
outstanding stock:
Schedule 13G/A, President & Fellows of Harvard College, c/o Harvard Management
Company Inc., 600 Atlantic Avenue, Boston, MA 02110, reported beneficial
ownership as of December 31, 2003 of 4,046,600 shares, or 24.8% of the Fund's
shares.
Schedule 13G/A, Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY
10112, reported beneficial ownership as of December 31, 2003 of 1,302,000
shares, or 7.9% of the Fund's shares.
Schedule 13D, The Carrousel Fund Ltd., The Carrousel Fund II Limited, Carrousel
Capital Ltd. and Bruno Sangle-Ferriere, c/o Bruno Sangle-Ferriere, Carrousel
Capital Ltd., 203-205 Brompton Road, London SW3 1LA, reported beneficial
ownership of 979,185 shares, or 5.07% of the Fund's shares.
Except as noted above, to the best of the Fund's knowledge, as of April 30,
2004, 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.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met seven times during the fiscal year ended
June 30, 2003. 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 Nicholas Bratt, a former Director,
who attended 43% of the meetings.
The Board of Directors seeks to have at least a majority of its members present
at annual stockholder meetings. At the Fund's last annual stockholder meeting on
July 9, 2003, all Directors were in attendance.
8
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 ("Independent
Directors") as defined in the 1940 Act, which met three times during the fiscal
year ended June 30, 2003. 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, approves and recommends to the Board for its approval the selection
of independent accountants for the Fund, 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.
Audit Committee's Pre-Approval Policies and Procedures. The Audit Committee must
approve the engagement of the independent accountants to provide audit or
non-audit services to the Fund and non-audit services to DeIM or its control
affiliates that relate directly to the Fund's operations and financial reporting
prior to the commencement of any such engagement. In addition, the independent
accountants must notify the Fund's Audit Committee not later than the Audit
Committee's next meeting if the independent accountants enter into an engagement
to provide audit or non-audit-related services to DeIM or its control affiliates
that are not for services to the Fund or services that relate directly to the
Fund's operations and financial reporting whose projected fees are in excess of
$25,000. Such notification must include a general description of the services
awarded, the entity that is to be the recipient of such services, the timing of
the engagement, the entity's reason for selecting the independent accountants,
and the projected fees.
The Board of Directors has adopted a written charter for the Audit Committee,
which is attached to this Proxy Statement as Appendix A.
At a meeting held on April 7, 2004, the Board of Directors of the Fund,
including a majority of the Independent 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 years ended June 30, 2003 and June 30, 2002 and for the six-month periods
ended December 31, 2003 and December 31, 2002 were audited by
PricewaterhouseCoopers LLP. The following table sets forth the aggregate fees
billed for professional services rendered by PricewaterhouseCoopers LLP:
9
Tax Fees Audit-Related Fees All Other Fees
-------------------------------------------------------------------------------------------------------------
Fiscal Year Ended Audit Fees^1 Fund DeIM-Related Fund DeIM-Related Fund DeIM-Related
-------------------------------------------------------------------------------------------------------------
June 30, 2002 $ $ $ $ $ $ $
-------------------------------------------------------------------------------------------------------------
June 30, 2003 $ $ $ $ $ $ $
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^1 The aggregate audit fees billed by PricewaterhouseCoopers LLP to all funds
managed by DeIM-related entities for each of the Fund's last two fiscal
years were $__ for the fiscal year ended June 30, 2003 and $__ for the
fiscal year ended June 30, 2002.
The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees billed for each of the last two fiscal years for professional
services rendered for the audits of the Fund's annual and semi-annual financial
statements and review of financial statements included in the registrant's
N-CSAR for services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years. The
fees disclosed under the caption "Audit-Related Fees" are the aggregate fees
billed in each of the last two fiscal years for assurance and related services
that are reasonably related to the performance of the audit or review of the
Fund's financial statements and are not reported under "Audit Fees." "Tax Fees"
are the aggregate fees billed in each of the last two fiscal years for
professional services rendered for tax compliance, tax advice, and tax planning.
"All Other Fees" are the aggregate fees billed in each of the last two fiscal
years for products and services provided, other than the services described
above. DeIM-Related Fees include fees billed for services, if any, in each of
the last two fiscal years to DeIM and all entities controlling, controlled by,
or under common control with DeIM that provide services to the Fund.
The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to the Fund,
DeIM and entities controlling, controlled by or under common control with DeIM
that provide services to the Fund for each of the Fund's last two fiscal years
were $____for the fiscal year ended June 30, 2003 and $_____ for the fiscal year
ended June 30, 2002. 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, 2003 included in the Fund's Annual Report for the fiscal
year ended June 30, 2003 (the "Annual Report"), at a meeting held on August 20,
2003, the Audit Committee reviewed 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.
10
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.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the Independent
Directors. The Committee met once during the fiscal year ended June 30, 2003.
The primary purposes and responsibilities of the Committee are (i) to identify
individuals qualified to become members of the Board in the event that a
position is vacated or created; (ii) to recommend for the Board's selection the
Director nominees for the next annual meeting of stockholders if any is to be
held; (iii) to set any necessary standards or qualifications for service on the
Board; (iv) to review and evaluate the compensation practices of the Independent
Directors and to recommend any changes thereto to the Board; (v) to determine
the policies governing retirement of all Independent Directors; (vi) to perform
periodic evaluations of the effectiveness of the Independent Directors; and
(vii) to consider such other matters of special relevance to the Independent
Directors. The Committee met on April 7, 2004 to nominate the nominees for
Independent Directors presented in this proxy statement. The Committee requires
that Director candidates have a college degree or equivalent business
experience. The Committee may take into account a wide variety of factors in
considering Director candidates, including (but not limited to): (i)
availability and commitment of a candidate to attend meetings and perform his or
her responsibilities on the Board, (ii) relevant industry and related
experience,
11
(iii) educational background, (iv) financial expertise, (v) an assessment of the
candidate's ability, judgment and expertise and (vi) overall diversity of the
Board's composition.
The Board of Directors has adopted a written charter for the Committee on
Independent Directors, which is attached to this Proxy Statement as Appendix B.
The Committee will consider and evaluate nominee candidates properly submitted
by stockholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to the charter, as it may be amended
from time to time by the Committee, sets forth procedures that must be followed
by stockholders to properly submit a nominee candidate to the Committee.
Recommendations not properly submitted in accordance with Appendix A will not be
considered by the Committee. In order to be considered by the Committee for the
2005 annual meeting, submission should be made by January __, 2005.
Executive Committee
The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors that are not otherwise delegated
and that may lawfully be exercised by an executive committee. The Executive
Committee is authorized to act when the full Board of Directors is not in
session. Messrs. Callander 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, 2003.
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. Froewiss and Hale are the
members of the Valuation Committee, with Messrs. Callander and Luers as
alternates. The Valuation Committee met once during the fiscal year ended June
30, 2003.
Stockholder Communications with Directors
The Fund has established procedures for stockholders to send communications to
the Board of Directors. Communications should be sent in writing to the Board of
Directors of The Brazil Fund, Inc., c/o John Millette, Secretary to the Fund,
345 Park Avenue, New York, New York 10154. The Secretary of the Fund then will
promptly forward copies of all written correspondence to the Directors.
12
Executive Officers
In addition to Mr. Hale, 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 (47) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Tara C. Kenney (43) Vice President; Director of Deutsche Asset Management. 2000
John Millette (41) Vice President and Secretary; Director of Deutsche Asset 1999
Management.
Caroline Pearson (42) Assistant Secretary; Managing Director of Deutsche Asset 1998
Management.
Charles A. Rizzo (46) Treasurer and Chief Financial Officer; Managing Director 2002
(since 2004) and Director of Deutsche Asset Management
(2000-2004); 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 (48) Vice President; Director of Deutsche Asset Management. 1998
Bruce Rosenblum (43) Vice President and Assistant Secretary; Director (since 2002
2002) and Vice President (2000-2002) of Deutsche Asset
Management; and partner with the law firm of Freedman,
Levy, Kroll & Simonds.
Salvatore Schiavone (38) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Lucinda H. Stebbins (58) 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. Rizzo,
Rogers and Schiavone and Ms. D'Eramo own securities of Deutsche Bank A.G.
^2 The President, Treasurer and Secretary each hold office until the next
annual meeting of the Board of Directors and until his successor has been
duly elected and qualified, and all other officers hold office in
accordance with the By-Laws of the Fund.
13
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Independent Directors was $116,772, including expenses, for the fiscal year
ended June 30, 2003. Each such Independent 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 Independent 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.
14
Compensation Table for the year ended December 31, 2003
------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Compensation
as a Director/Trustee
of the Fund and Other
Pension or Scudder Funds
Aggregate Retirement Benefits Estimated Annual
Name of Person, Compensation Accrued as Part Benefits Upon Paid by Paid by
Position from the Fund of Fund Expenses Retirement Funds DeIM*
------------------------------------------------------------------------------------------------------------
Robert J. Callander, $14,750 N/A N/A $64,250 $3,000
Director (4 funds)
Kenneth C. Froewiss, $15,500 N/A N/A $65,750 $3,000
Director (4 funds)
William H. Luers, $13,000 N/A N/A $55,750 $3,000
Director (4 funds)
Ronaldo A. da Frota $19,000 N/A N/A $61,750 $3,000
Nogueira, Director (4 funds)
Susan Kaufman Purcell, $12,250 N/A N/A $53,500 $3,000
Director (4 funds)
Kesop Yun, $13,000 N/A N/A $54,250 $3,000
Director (4 funds)
------------------------------------------------------------------------------------------------------------
* DeIM paid the fees of Independent Directors for attendance at a meeting to
discuss and approve the delegation of certain fund accounting and related
services to State Street Bank and Trust Company.
Required Vote
Election of each of the listed nominees for Director requires the affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote thereon. If a nominee does not receive the required vote, the director
holding over shall continue as a director until his or her successor is elected
and qualifies. 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. DeIM provides a full range of
investment advisory services to institutional and retail clients. The Investment
Manager is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
15
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. Evelyn Tressit^1 is a Director and Chief
Operating Officer, William N. Shiebler^1 is a Director, President and Chief
Executive Officer; Jeffrey S. Wallace^1 is a Director, Chief Financial Officer
and Treasurer; William G. Butterly^2, II is Secretary, Chief Legal Officer and
General Counsel; Stephen R. Burke^3, Thomas F. Eggers^3, Leo P. Grohowski^4, and
Gloria S. Nelund^5 each is an Executive Vice President; and Phillip W. Gallo^2
is the Chief Compliance Officer.
Possible Dissident Nominations
The Carrousel Fund Ltd. ("Carrousel Fund I") has written the Fund that it
intends to nominate three persons for election as directors of the Fund at the
Annual Meeting. The Fund has notified Carrousel Fund I that no valid notice of
the proposed nominations was given to the Fund as required by the Fund's bylaws.
If Carrousel Fund I nevertheless were to solicit proxies, the Board urges you to
discard and not to sign or send in any proxy card the Carrousel group may send
to you.
-----------------------
^1 280 Park Avenue, New York, NY 10017
^2 1251 Avenue of the Americas, New York, NY 10020
^3 1325 Avenue of the Americas, New York, NY 10019
^4 345 Park Avenue, New York, NY 10154
^5 300 South Grand Avenue, Los Angeles, CA 90071
16
The Fund does not know whether Carrousel Fund I will propose nominees at the
Meeting. The Fund's bylaws require a stockholder nomination to be made in
writing by a stockholder of record not later than 90 days before the meeting
date, and require the notice of nomination to contain specified information
about the nominee, including information called for by the SEC's proxy rules.
These bylaw provisions are intended to ensure that a nominating stockholder is
in fact a stockholder of record, and that stockholders and the Board receive
material information about nominees on a timely basis, so that the Board may be
well informed in making its recommendations to stockholders concerning proposed
nominations, and stockholders may be well informed in voting.
The Fund has informed Carrousel Fund I that it was not a stockholder of record
at the time of its purported notice of nomination and that no valid nomination
complying with the Fund's by-law requirements was received by 90 days before the
date of the Meeting. Under the bylaws, only persons nominated in accordance with
the bylaw requirements are eligible for election as directors by the
stockholders. If Carrousel Fund I seeks to propose its nominees, despite the
express requirements of the Fund's bylaws, the Board urges you not to support
these efforts. The Board believes the Carrousel-proposed nominees have interests
that differ from those of other shareholders and are less qualified than the
Board's nominees to supervise the Fund. The Board urges you to discard and not
to sign or send in any proxy card the Carrousel group may send to you.
The Board of Directors recommends that the stockholders vote FOR the election of
Mr. Nogueira, Dr. Purcell and Mr. Hale.
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 their discretion.
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 costs and expenses of the
solicitation will depend on whether Carrousel Fund I solicits proxies, despite
having been advised by the Fund that no valid nomination was received by the
Fund. If there is no Carrousel Fund I solicitation, the cost of Georgeson's
services is estimated at $9,500 plus expenses. If there is a Carrousel
solicitation, Georgeson would be paid a fee not to exceed $_____ and would
employ up to approximately 30 people to solicit stockholders. Georgeson would
also be reimbursed for its 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. If there were to be a Carrousel
solicitation, expenses related to the Fund's solicitation of stock-
17
holders, in excess of those normally expended in an election of Directors,
including fees for attorneys, proxy solicitors, advertising, printing,
transportation and other related expenses, are expected to aggregate
approximately $[________], [approximately $ ___] [no material portion] of which
has been spent to date.
Certain information about the employees of the Investment Manager who will be
soliciting proxies on the Fund's behalf is set forth in Appendix D. Appendix E
sets forth certain other information relating to the Directors and executive
officers of the Fund and these employees (collectively, the "Participants").
Solicitation of proxies is being made primarily by the mailing of this Proxy
Statement with its enclosures on or about May __, 2004. As mentioned above,
Georgeson will assist in the solicitation of proxies. 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. If
proxies are obtained telephonically, they will be recorded in accordance with
procedures that are consistent with applicable law and that the Fund believes
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. Should stockholders
require additional information regarding the proxy or a replacement proxy card,
they may contact Georgeson toll-free at 800-366-2167. Any proxy given by a
stockholder is revocable until voted at the Meeting. See "Proxy Statement --
General."
In the event that sufficient votes in favor of the proposal set forth in the
Notice of this Meeting are not received by July 7, 2004, 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.
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in the Fund's proxy
statement for the 2005 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 ___, 2005. The timely submission of a proposal does not
guarantee its inclusion.
For nominations of candidates for election as Directors (other than nominations
made by or at the recommendation of the Directors) or other 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,
the stockholder must be a stockholder of record and the notice must contain the
information about the nomination or other business that is required by the
Fund's Bylaws. To be timely, any such notice must be delivered
18
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 2005 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 power 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 __, 2004
19
APPENDIX A
The Brazil Fund, Inc.
AUDIT COMMITTEE CHARTER
ADOPTED APRIL 7, 2004
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of The Brazil Fund, Inc. (the "Fund"). The Board of
Directors of the Fund (the "Board") established the Committee to provide
oversight with respect to the Fund's accounting and financial reporting policies
and practices.
(1) Organization. The Committee shall be composed of three or more members of
the Board who are not "interested persons" (as defined in the Investment
Company Act of 1940) of the Fund, who do not directly or indirectly receive
consulting, advisory or other compensatory fees from the Fund or from the
Fund's investment adviser or its affiliates, except fees from the Fund for
services as a Director, and who satisfy any independence or expertise
requirements of the exchange(s) on which the Fund's shares are traded.
(2) Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.
(3) Committee Purposes. The purposes of the Committee are as follows:
(a) To oversee the Fund's accounting and financial reporting policies and
practices, the Fund's internal controls (including disclosure controls
and procedures) and, as appropriate, the internal controls of certain
Fund service providers;
(b) To oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;
(c) To exercise direct responsibility for the appointment, compensation,
retention and oversight of the work performed by the Fund's
independent auditors for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the
Fund;
(d) To act as a liaison between the Fund's independent auditors and the
Board;
(e) To oversee the Fund's compliance with legal and regulatory
requirements; and
20
(f) To prepare an audit committee report as required by Item 306 of
Regulation S-K to be included in the Fund's annual proxy statement
relating to the election of directors, or, if the Fund does not file a
proxy statement, in the Fund's annual report filed with the Securities
and Exchange Commission.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain or arrange for the maintenance of appropriate
systems for accounting and internal controls (including disclosure
controls and procedures), and the auditor's responsibility to plan and
carry out a proper audit.
(4) Duties and Powers. To carry out the purposes specified in Paragraph 3
above, the Committee shall have the following duties and powers:
(a) To approve the selection, retention, compensation and termination of
the Fund's independent auditors, and, in connection therewith, to
evaluate and determine the terms of any engagement of the auditors
(including fees) by or on behalf of the Fund, as well as to set clear
hiring policies relating to the hiring by entities within the Fund's
investment complex^1 of employees or former employees of the
independent auditors;
(b) To consider whether the provision of non-audit services rendered by
the independent auditors to the Fund and the Fund's investment adviser
and its affiliates, or any other circumstances which may arise, impair
the independence of independent auditors;
-----------
^1 "Investment company complex" includes:
-- the Fund and its investment adviser or sponsor;
-- any entity controlling, controlled by or under common control with the
investment adviser or sponsor, if the entity (i) is an investment adviser
or sponsor or (ii) is engaged in the business of providing administrative,
custodian, underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and
-- any investment company, hedge fund or unregistered fund that has an
investment adviser included in the definition set forth in either of the
sections above.
21
(c) To: (i) at least annually, obtain and review a report by the
independent auditor describing: the firm's internal quality-control
procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (to assess the auditor's independence) all relationships
between the independent auditor and the Funds; (ii) discuss the annual
audited financial statements and any interim financial statements with
management and the independent auditor, including the Fund's
disclosures under "Portfolio Management Review;" and (iii) discuss
policies with respect to risk assessment and risk management;
(d) To meet with the Fund's independent auditors, including private
meetings as necessary or appropriate: (i) to review the arrangements
for and scope of the Fund's annual audit and any special audits; (ii)
to discuss any matters of concern relating to the Fund's financial
statements, including any adjustments to such statements recommended
by the auditors, regulatory and tax compliance matters considered in
the preparation of the financial statements, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Fund's financial policies and procedures, internal accounting controls
and disclosure controls and procedures, and management's responses
thereto; (iv) to review the form of the opinion the auditors propose
to render to the Board and Fund shareholders; and (v) to review any
other reports, representations or communications from the auditors
regarding matters within the Committee's scope of responsibilities
under this Charter;
(e) To meet regularly with the Fund's chief financial and accounting
officers, the Fund's Treasurer and the Fund's investment adviser's
internal auditors, in each case to discuss any matters the Committee
or such parties believe necessary or appropriate to raise, and to
review and consider any reports or communications from any such
parties relating to the operations of the Fund;
(f) To review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement, or the
Fund's financial policies and procedures, internal accounting controls
or disclosure controls and procedures;
(g) To establish procedures for the receipt, retention and treatment of
complaints that the Fund receives regarding Fund accounting, internal
accounting controls or auditing matters, and for the confidential,
anonymous submissions by Fund officers or employees of Fund service
providers of concerns regarding suspected fraud of any type related to
the Fund, including without limitation questionable accounting or
auditing matters;
22
(h) To establish procedures for the prospective approval of the engagement
of the independent auditors to provide: (i) audit or permissible
non-audit services to the Fund, and (ii) non-audit services to the
Fund's investment advisers (or any entity controlling, controlled by
or under common control with a Fund investment adviser that provides
ongoing services to the Fund) that relate directly to the Fund's
operations and financial reporting;
(i) To establish guidelines pursuant to which the independent auditors are
required to keep the Committee apprised of any proposed new
relationships between the independent auditors and the Fund's
investment advisers (and their affiliates); and
(j) To report its activities to the Board on a regular basis and to make
such recommendations with respect to the above and other matters as
the Committee may deem necessary or appropriate.
(5) Role of Independent Auditors. The Fund's independent auditors are
ultimately accountable to the Committee, and must report directly to the
Committee.
(6) Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult
with counsel and/or to retain, at the Fund's expense, such other experts or
consultants as the Committee deems necessary or appropriate to fulfill its
responsibilities.
(7) Periodic Review of Charter. The Committee shall review this Charter at
least annually and recommend any changes to the Board.
23
APPENDIX B
The Brazil Fund, Inc.
COMMITTEE ON INDEPENDENT DIRECTORS
CHARTER
ADOPTED APRIL 7, 2004
This document constitutes the Charter of the Committee on Independent
Directors (the "Committee") of the Board of Directors of The Brazil Fund, Inc.
(the "Fund"). The Board of Directors of the Fund (the "Board") has adopted this
Charter to govern the activities of the Committee.
(1) Statement of Purposes and Responsibilities. The primary purposes and
responsibilities of the Committee are: (i) to identify individuals
qualified to become members of the Board in the event that a position is
vacated or created; (ii) to recommend for the Board's selection the
Director nominees for the next annual meeting of shareholders if any is to
be held; (iii) to set any necessary standards or qualifications for service
on the Board; (iv) to review and evaluate the compensation practices of the
Directors who are not "interested persons" of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended
("Independent Directors"), and to recommend any changes thereto to the
Board; (v) to determine the policies governing retirement of all
Independent Directors; (vi) to perform periodic evaluations of the
effectiveness of the Independent Directors; and (vii) to consider such
other matters of special relevance to Independent Directors.
(2) Organization and Governance. The Committee shall be comprised of all of the
Independent Directors and shall not include any members who are not
Independent Directors.
A member of the Committee may be designated by the Board as the Committee's
chair (the "Lead Independent Director"). The Committee may delegate any
portion of its authority or responsibilities to a sub-committee of one or
more members.
The Committee will not have regularly scheduled meetings. Committee
meetings shall be held as and when the Committee or the Board determines
necessary or appropriate in accordance with the Fund's By-Laws. The Chair
of the Board, the Lead Independent Director or a majority of the members of
the Committee are authorized to call a meeting of the Committee and send
notice thereof.
24
A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of
a majority of the members of the Committee present at a meeting at which a
quorum is present shall be the action of the Committee. The Committee may
also take action by written consent of a majority of the Committee members.
The Committee may meet by means of a telephone conference circuit or
similar communications equipment by means of which all persons
participating in the meeting can hear each other.
(3) Qualifications for Director Nominees. The Committee requires that Director
candidates have a college degree or equivalent business experience. The
Committee may take into account a wide variety of factors in considering
Director candidates, including (but not limited to): (i) availability and
commitment of a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (v)
overall diversity of the Board's composition.
(4) Identification of Nominees. In identifying potential nominees for the
Board, the Committee may consider candidates recommended by one or more of
the following sources: (i) the Fund's current Directors, (ii) the Fund's
officers, (ii) the Fund's investment adviser(s), (iv) the Fund's
shareholders (see below) and (v) any other source the Committee deems to be
appropriate. The Committee may, but is not required to, retain a third
party search firm at the Fund's expense to identify potential candidates.
(5) Consideration of Candidates Recommended By Shareholders. The Committee will
consider and evaluate nominee candidates properly submitted by shareholders
on the same basis as it considers and evaluates candidates recommended by
other sources. Appendix A to this Charter, as it may be amended from time
to time by the Committee, sets forth procedures that must be followed by
shareholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will
not be considered by the Committee).
25
Appendix A to Committee on Independent Directors Charter
Procedures for Shareholders to Submit Nominee Candidates
Adopted April 7, 2004
A Fund shareholder must follow the following procedures in order to properly
submit a nominee recommendation for the Committee's consideration.
(1) The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the relevant Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund.
(2) Shareholder Recommendations must be delivered to, or mailed by certified
mail, return receipt requested to and received at, the principal executive
offices of the Fund at least 120 calendar days before the anniversary of
the date that the Fund's proxy statement was released to stockholders in
connection with the previous year's annual meeting.
(3) The Shareholder Recommendation must include:
(a) a statement in writing setting forth (i) the name, age, date of birth,
business address, residence address, principal occupation or
employment, and nationality of the person recommended by the
shareholder (the "candidate"); (ii) the class or series and number of
all shares of the Fund owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (iii) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Fund); (iv) any other information regarding
the candidate that would be required to be disclosed if the candidate
were a nominee in a proxy statement or other filing required to be
made in connection with solicitation of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (v) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Fund to make such
determination;
(b) the written and signed consent of the candidate to be named as a
nominee and to serve as a Director if elected;
(c) the recommending shareholder's name and address as they appear on the
Fund's books;
(d) the class or series and number of all shares of the Fund owned
beneficially and of record by the recommending shareholder; and
(e) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or
persons (including their names) pursuant to which the recommendation
is being made by the recommending shareholder. In addition, the
Committee may require the candidate to furnish such other information
as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board.
26
APPENDIX C
Information as to Possible Carrousel Nominees
Carrousel Fund I has furnished to the Fund the following information as to
persons Carrousel Fund I may seek to nominate at the Meeting, despite having
been advised by the Fund that Carrousel Fund I has not complied with the
requirements of the Fund's bylaws. The Fund has not verified the truth or
accuracy of this information.
Number of Shares of the Principal Business Occupations During
Name and Business Address Age Fund Beneficially Owned Last Five Years
-------------------------------------------------------------------------------------------------------------
David Sydney Copperwaite 56 None. Principal of Channel Islands
The Old Farm Management Services Limited, an
Les Varendes, St. Andrew offshore fund management advisory
Guernsey GY6 8TE company (1997-present) and Principal
England of Investment Fund Services Limited, a
licensed offshore fund management
company (2002-present).
Rupert Chad Lea 46 None. Financial Consultant of MSS Capital,
1 Bow Churchyard an investment adviser (2003-present);
London, EC4M 9DQ Director of Laxey Partners (UK) Ltd.,
England an investment management company
(2000-2003); Director, Head
of Equities, Closed End Funds,
of ABN AMRO (1999-2000);
Director, Head of Equity Sales
USA of ING Barings (1996-1999)
.. Lea Green Ltd. (an entity of
which Mr. Lea is the sole
beneficiary) has agreed to
assist an affiliated entity
of Carrousel Fund I in seeking
to cause the Fund to take
certain corporate actions
with a view to enhancing
shareholder value.
Antonio Henrique Prado 33 None. Consultant of E-Platform Venture
R. Tenerife, 67 - 12th Partners, a Brazilian venture capital
Floor firm (2004-present); General Manager
Sao Paolo, Sao Paolo Innovations/New Businesses of
Brazil Multibras, S.A. (Whirlpool)
92002-2003); Consultant,
(2000-2002); Associate,
Private Equity, Chase
Capital Partners (1998-2000);
Associate, Equity Capital
Markets and Mergers &
Acquisitions of ING
Barings (1997-1998).
-------------------------------------------------------------------------------------------------------------
27
APPENDIX D
The following table sets forth the names and the present principal occupations
of the Officers of the Fund and the employees of the Investment Manager of the
Fund who may be soliciting proxies on behalf of the Fund's Board of Directors if
there is a solicitation by Carrousel. Information regarding Directors who will
be soliciting proxies is set forth in "Proposal: Election of Directors" in this
Proxy Statement.
Name and Principal Business Address Present Principal Occupation
--------------------------------------------------------------------------------
Vincent Esposito Managing Director, DeIM
c/o Deutsche Investment Management Americas, Inc.
345 Park Avenue
New York, NY 10154
Patricia Rosch Director, DeIM
c/o Deutsche Investment Management Americas, Inc.
345 Park Avenue
New York, NY 10154
--------------------------------------------------------------------------------
28
APPENDIX E
Information Concerning Participants
Mr. Nogueira and Dr. Purcell, as Directors of the Fund, and Mr. Hale, as a
Director and an executive officer of the Fund and an executive officer of the
Investment Manager and of Deutsche Bank Securities Inc., and Mr. Esposito and
Ms. Rosch, as officers of the Investment Manager, have an interest in the
election of directors because of those positions.
In addition to the Fund's Directors and executive officers, Mr. Esposito and Ms.
Rosch, respectively Managing Director and Director of the Investment Manager,
may solicit proxies on behalf of the Fund if there is a Carrousel solicitation
and a countersolicitation. The business address of the Fund's Directors and its
executive officers, if not otherwise indicated in the Fund's proxy solicitation
materials, and of Mr. Esposito and Ms. Rosch is The Brazil Fund, Inc., c/o
Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, NY
10154.
Except as disclosed below and in this Proxy Statement, none of the Participants
owns any securities of the Fund, beneficially or of record, or is or was within
the past year a party to any contract, arrangement or understanding with any
person with respect to such securities. Except as disclosed below and in this
Proxy Statement, to the knowledge of the Participants, none of their associates
beneficially owns, directly or indirectly, any securities of the Fund.
Shares of the Fund Shares of the Fund owned Shares of the Fund owned
Participant beneficially owned by record by associates
-------------------------------------------------------------------------------------------------------------
Robert Callander 1,000 -- --
Kenneth C. Froewiss 1,000 -- --
William H. Luers 322 -- --
Ronaldo A. da Frota 4,016 -- --
Nogueira
Susan Kaufman Purcell 150 -- --
-------------------------------------------------------------------------------------------------------------
Certain Participants have purchased Fund shares since May 1, 2002, as described
in the table below:
Number of Shares Purchased
Date Shares Purchased (Sold) [Including by virtue of
Participant or Sold participation in the DRIP]
-------------------------------------------------------------------------------------------------------------
Susan Kaufman Purcell July 11, 2002 150
-------------------------------------------------------------------------------------------------------------
No part of the purchase price of any shares purchased by Participants is
represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such shares. Other than as described herein, none of the Participants
has bought or sold any shares of the Fund since May 1, 2002.
29
Except as disclosed in this Proxy Statement, none of the Fund, the Participants
or other representatives of the Fund or, to their knowledge, their associates
has any arrangement or understanding with any person with respect to (1) any
future employment by the Fund or its affiliates or (2) future transactions to
which the Fund or any of its affiliates will be or may be a party. Except as
disclosed in this Proxy Statement, none of the Fund, the Participants or other
representatives of the Fund, or to their knowledge, their associates has any
material interest, direct or indirect, in any transaction that has occurred
since July 1, 2002, or any currently proposed transaction, or series of similar
transactions, which the Fund or any of its affiliates was or is to be a party
and in which the amount involved exceeds $60,000.
30
This page
intentionally
left blank.
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 7, 2004
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, 29th Floor, East Side, 280
Park Avenue (at 48th - 49th Streets), New York, New York 10017, on Wednesday,
July 7, 2004 at 10:45 a.m., Eastern time, and at any adjournments thereof.
(continued on other side)
Instructions for Voting Your Proxy
The Brazil Fund 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. Eastern time on July 6, 2004.
o Call TOLL-FREE: 1-800-732-6583 on any touch-tone telephone to authorize
voting of your shares.You may call 24 hours a day, 7 days a week.You will
be prompted to follow simple instructions.
o Your vote will be confirmed and cast as you directed.
INTERNET VOTING Available only until 4:00 p.m. Eastern time on July 6, 2004.
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.
--------------------------------------------------------------------------------
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 three Directors: FOR all nominees listed WITHHOLD AUTHORITY
at left (except as marked to vote for all nominees
Nominees: Class III: Richard T. Hale, Ronaldo A. da Frota Nogueira to the contrary at left) listed at left
and Susan Kaufman Purcell
(INSTRUCTION: To withhold authority to vote for any individual /____/ /____/
nominee, write that nominee's name on thespace provided below.)
--------------------------------------------------------------------
The Proxies are authorized to vote in their discretion on any Please sign exactly as your name or names appear. When signing
other business which may properly come before the meeting and as attorney, executor, administrator, trustee or guardian,
any adjournments thereof. please give your full title as such.
-----------------------------------------------
(Signature of Stockholder)
-----------------------------------------------
(Signature of joint owner, if any)
Date _______________________________________, 2004
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.