SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Indonesia Fund, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 23, 1996
-----------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") will be
held at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East
53rd Street, 47th Floor, New York, New York 10022, on Tuesday, April 23, 1996
commencing at the following times:
The Indonesia Fund, Inc. ("IF").................................. 10:00 a.m.
The Chile Fund, Inc. ("CH")...................................... 10:30 a.m.
The Latin America Equity Fund, Inc. ("LAQ")...................... 11:00 a.m.
The Latin America Investment Fund, Inc. ("LAM").................. 11:30 a.m.
The Portugal Fund, Inc. ("PGF").................................. 12:00 p.m.
The meetings are being held to consider and vote on the following matters
for each Fund as indicated in the table below and described under the
corresponding numbers in the accompanying joint proxy statement (the "Joint
Proxy Statement") and such other matters as may properly come before the
meetings or any adjournments thereof:
IF
PROPOSALS CH - LAQ LAM PGF
---------------------------------------- ----- ----- ----- -----
1. Election of Directors X X X X X
2. Ratification of Coopers & Lybrand L.L.P.
as independent public accountants X X X X X
The close of business on February 28, 1996 has been fixed as the record date
for the determination of the shareholders of the Funds entitled to notice of,
and to vote at, the meetings.
This notice and related proxy material are first being mailed on or about
February 29, 1996.
By order of each Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY (CH, LAQ, LAM, PGF)
ASSISTANT SECRETARY (IF)
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: February 29, 1996
New York, New York
(This page has been left blank intentionally.)
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
ON TUESDAY, APRIL 23, 1996
-----------------
This Joint Proxy Statement is furnished in connection with a solicitation of
proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders to be held
at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022 on Tuesday, April 23, 1996 and at
any adjournments thereof (each a "Meeting" and collectively, the "Meetings"). A
Notice of Annual Meetings of Shareholders and a proxy card or cards (the
"Proxy") accompany this Joint Proxy Statement. Proxy solicitations will be made
primarily by mail, but solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Funds, BEA
Associates ("BEA"), the investment adviser to the Funds, Bear Stearns Funds
Management Inc., U.S. administrator of the Funds (the "U.S. Administrator"), or
MacKenzie Partners Inc. ("MacKenzie"), a proxy solicitation firm that has been
retained by each of the Funds and which will receive a fee of approximately
$3,000 per Fund and will be reimbursed for its reasonable expenses. All costs of
solicitation, including (a) printing and mailing of this Joint Proxy Statement
and accompanying material, (b) the reimbursement of brokerage firms and others
for their expenses in forwarding solicitation material to the beneficial owners
of the Funds' shares, (c) payment of MacKenzie for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
the Funds. This Joint Proxy Statement is expected to be mailed to shareholders
on or about February 29, 1996.
The principal executive office of BEA is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 245 Park Avenue, 15th Floor, New York, New York
10167. Salomon Brothers Asset Management Inc ("SBAM"), located at 7 World Trade
Center, New York, New York 10048, serves as investment adviser to LAM with
respect to investments in external debt obligations issued or guaranteed by
Latin American governments or governmental entities. Celfin Servicios
Financieros Limitada (formerly Celfin Agente de Valores Limitada) ("Celfin"),
located at Apoquindo 3721, Piso 19, Santiago, Chile, serves as Chilean
investment sub-adviser and Chilean sub-administrator to CH, LAQ and LAM.
1
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 1995 are concurrently being furnished to the
shareholders of the respective Funds. The reports are not to be regarded as
proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meetings, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director and FOR
Proposal 2 stated in the accompanying Notice of Annual Meetings. Any shareholder
giving a Proxy has the right to attend a Meeting to vote his shares in person
(thereby revoking any prior Proxy) and also the right to revoke the Proxy at any
time by written notice received by a Fund prior to the time it is voted.
In the event that a quorum is present at a Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Joint
Proxy Statement prior to any adjournment if sufficient votes have been received
and it is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of a Fund entitled to vote at a Meeting. For purposes of determining the
presence of a quorum for transacting business at a Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy while Proposal 2 requires for
approval the vote of a majority of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.
Each Fund has one class of shares of capital stock, par value $.001 per
share (the "Shares"). On the record date, February 28, 1996, the following
number of Shares of each Fund were issued and outstanding:
CH........................................ 14,018,673 Shares
IF........................................ 4,608,989 Shares
LAQ....................................... 8,597,398 Shares
LAM....................................... 7,859,999 Shares
PGF....................................... 5,302,545 Shares
This Joint Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own Shares of
more than one Fund, to avoid burdening shareholders with more than one proxy
statement. Shares of a Fund are entitled to one vote each at the Fund's Meeting
and fractional Shares are entitled to proportionate shares of one vote. To the
extent information relating to common ownership is available to the Funds, a
shareholder that owns of record Shares in two or more of the Funds will receive
a package containing a Joint Proxy Statement and Proxies for the Funds in which
such shareholder is a record owner. If the information relating to common
ownership is not available to the Funds, a shareholder that
2
beneficially owns Shares in two or more Funds may receive two or more packages
each containing a Joint Proxy Statement and a Proxy for each Fund in which such
shareholder is a beneficial owner. Thus, if a proposal is approved by
shareholders of one Fund and disapproved by shareholders of other Funds, the
proposal will be implemented for the Fund that approved the proposal and will
not be implemented for any Fund that did not approve the proposal. Therefore, it
is essential that shareholders complete, date, sign and return EACH enclosed
Proxy.
In order that your Shares may be represented, you are requested to:
--indicate your instructions on the Proxy or Proxies;
--date and sign the Proxy or Proxies;
--mail the Proxy or Proxies promptly in the enclosed envelope;
-- allow sufficient time for the Proxy or Proxies to be received on or
before the commencement of the Meetings on April 23, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meetings will be the election of
directors of the Funds. Unless otherwise described below, each nominee is a
current director whose term expires on the date of the Meetings and, if elected,
will serve until the 1999 annual meetings of the Funds and hold office for a
term of three years and until his successor is elected and qualified. Each Board
is divided into three classes, each class having a term of no more than three
years. Each year the term of office of one class expires and the successor or
successors elected to such class will serve for a three-year term.
The following identifies the nominees for election to the Boards of the
Funds. Information with respect to such nominees are set forth further below.
CH: Enrique R. Arzac (one-year term) LAM: Enrique R. Arzac (one-year term)
Emilio Bassini (three-year term) James J. Cattano (three-year term)
James J. Cattano (three-year term) Michael Hyland (three-year term)
IF: Peter J. Kaplan (three-year term) PGF: Enrique R. Arzac (one-year term)
Emilio Bassini (three-year term)
James J. Cattano (three-year term)
LAQ: Enrique R. Arzac (one-year term)
Peter A. Gordon (three-year term)
Daniel Sigg (three-year term)
Martin M. Torino (three-year term)
Richard Watt (one-year term)
On August 15, 1995, Mr. Richard Watt was elected by the Board of Directors
of LAQ to fill the vacancy resulting from Mr. Piers Playfair's resignation from
the Board. On February 13, 1996, the Board of Directors increased the size of
the Boards of CH, LAQ, LAM and PGF to 6, 8, 8 and 6, respectively, and Dr.
Enrique R. Arzac was elected to fill each newly created vacancy. The election of
Messrs. Arzac and Watt is now being submitted to the Funds' shareholders for
their approval. Each of Messrs. Arzac and Watt, if elected, will serve until the
1997 annual meetings of the respective Funds and until his successor is duly
elected and qualified.
3
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Joint Proxy Statement. Each nominee or
director who is deemed an "interested person" of a Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk in the table below. Messrs. Bassini, Sigg and Watt are interested
persons of the Funds by virtue of their positions as directors and/or officers
of BEA and Mr. Hyland is an interested person of LAM by virtue of his position
as President of SBAM and managing director of Salomon Brothers Inc. SBAM is a
wholly owned subsidiary of Salomon Brothers Inc.
The following table sets forth certain information regarding the nominees
for election to the Boards of the Funds, the directors of the Funds and the
officers and directors of the Funds as a group. Except as noted to the contrary,
each of the nominees, the directors and the officers of the Funds has sole
voting and investment power with respect to the Shares shown. Each nominee, each
director and the officers and directors of each Fund as a group owns less than
one percent of the outstanding Shares of the Fund.
4
SHARES LENGTH OF SERVICE
BENEFICIALLY CURRENT PRINCIPAL AS DIRECTOR AND MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION TERM OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 28, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1996 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- - ----------------------------- -------------- --------------------------- ------------------- ------------------------
Dr. Enrique R. Arzac (54) . CH: 200 Professor of Finance and CH: since 1996; Director of six other
Columbia University LAQ: 200 Director of the Financial current term ends BEA-advised investment
Graduate School of Busi- LAM: 200 Management Program, at the 1996 annual companies; Director of
ness PGF: 200 Graduate School of Busi- meeting. The Adam Express
New York, NY 10027 ness, Columbia University LAQ: since 1996; Company.
(1971-present) current term ends
at the 1996 annual
meeting.
LAM: since 1996;
current term ends
at the 1996 annual
meeting.
PGF: since 1996;
current term ends
at the 1996 annual
meeting.
Emilio Bassini* (45) ........ CH: 12,332+ Managing Principal of Bas- CH: since 1989; Director of four other
153 East 53rd Street LAQ: 3,600 sini, Playfair + Associates current term ends BEA-advised investment
New York, NY 10022 LAM: 4,076++ LLC (12/95-present); Mem- at the 1996 annual companies.
PGF: 150 ber of the Executive Com- meeting
mittee, Chief Financial Of- LAQ: since 1991;
ficer and Executive Direc- current term ends
tor of BEA (1984-present). at the 1998 annual
meeting
LAM: since 1990;
current term ends
at the 1997 annual
meeting
PGF: since 1989;
current term ends
at the 1996 annual
meeting
5
SHARES LENGTH OF SERVICE
BENEFICIALLY CURRENT PRINCIPAL AS DIRECTOR AND MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION TERM OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 28, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1996 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- - ----------------------------- -------------- --------------------------- ------------------- ------------------------
James J. Cattano (52) ....... CH: 128 President, Atlantic Fertil- CH: since 1989; Director of three other
80 Field Point Road LAQ: 533 izer & Chemical Company (an current term ends BEA-advised investment
Greenwich, CT 06830 LAM: -- international trading at the 1996 annual companies.
PGF: -- company specializing in the meeting
sale of agricultural LAQ: since 1991;
commodities in Latin current term ends
American markets) at the 1998 annual
(10/91-present); President, meeting
Diamond Fertiliser & LAM: since 1990;
Chemical Corporation, a current term ends
subsidiary of Norsk Hydro at the 1996 annual
A.S. (a Norwegian agricul- meeting PGF: since
ture, oil and gas, light 1989; current term
metals and petrochemical ends at the 1996
company) (1/84-10/91). annual meeting
Richard H. Francis (63) ..... IF: 1,000 Currently retired; Execu- IF: since 1990; Director of two other
c/o BEA Associates tive Vice President and current term ends BEA-advised investment
153 East 53rd Street Chief Financial Officer of at the 1998 annual companies.
New York, NY 10022 Pan Am Corporation and Pan meeting
American World Airways,
Inc. (1988-1991).
Peter A. Gordon (53) ........ LAQ: -- General Partner of Ethos LAQ: since 1994; Director of TCS Fund,
152 West 57th Street LAM: -- Capital Management; current term ends Inc.; Director of four
New York, NY 10019 Managing Director at Sal- at the 1996 annual other BEA-advised in-
omon Brothers Inc meeting vestment companies.
(1981-6/92). LAM: since 1994;
current term ends
at the 1998 annual
meeting
Michael Hyland* (50) ........ LAM: -- President and Director of LAM: since 1992; Director of 13 other
7 World Trade Center SBAM and Managing Di- current term ends SBAM-advised investment
New York, NY 10048 rector, Salomon Brothers at the 1996 annual companies.
Inc (1989-present). meeting
Jose Luis Ibanez S.M. CH: -- Self-employed in the de- CH: since 1989; Director of
(46) ...................... velopment and management of current term ends CORPORA S.A.
Av. El Bosque 0107 various business projects at the 1997 annual
Santiago, Chile (7/94-present); Director meeting
and President of Ladeco
S.A. (airline) (1987-7/94);
Executive Vice President.
Peter J. Kaplan (53) ........ IF: --+++ President of National Me- IF: since 1990; --
1790 Broadway dia Group, Inc. (sports current term ends
New York, NY 10019 marketing and management at the 1996 annual
company). meeting
6
SHARES LENGTH OF SERVICE
BENEFICIALLY CURRENT PRINCIPAL AS DIRECTOR AND MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION TERM OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 28, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1996 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- - ----------------------------- -------------- --------------------------- ------------------- ------------------------
George W. Landau (76) ....... CH: 1,284 Chairman of the Latin CH: since 1989; Director of four other
Two Grove Isle Drive LAQ: 2,333 American Advisory Board of current term ends BEA-advised investment
Coconut Grove, FL 33133 LAM: 444 the Coca-Cola Corporation at the 1998 annual companies;
and Senior Advisor of meeting Director of Emigrant
Coca-Cola International LAQ: since 1991; Savings Bank; Director
(1988-present); President current term ends of GAM Funds, Inc.
of the Americas Society and at the 1997 annual
Council of the Americas meeting
(7/85-10/93); United States LAM: since 1990;
Ambassador to Venezuela current term ends
(1982-1985); United States at the 1997 annual
Ambassador to Chile meeting
(1977-1982) and United
States Ambassador to Para-
guay (1972-1977).
Jonathan W. Lubell (66) ..... PGF: -- Partner, Morrison Cohen PGF: since 1989; Director of one other
750 Lexington Avenue Singer & Weinstein (a law current term ends BEA-advised investment
New York, NY 10022 firm) (2/89-present). at the 1997 annual company.
meeting
C. Oscar Morong, Jr. (60) ... IF: -- Managing Director, Morong IF: since 1990; Chairman of the Board of
c/o BEA Associates Capital Management current term ends the Landmark Family of
153 East 53rd Street (1/93-present); Senior Vice at the 1997 annual Funds and director of
New York, NY 10022 President--Investments of meeting MAS Funds.
TIAA--CREF (retired 1/93).
William W. Priest, Jr.* IF: -- Director, Co-Chairman-- IF: since 1990; --
(54) ...................... Executive Committee, Chief current term ends
153 East 53rd Street Executive Officer and at the 1997 annual
New York, NY 10022 Executive Director of BEA. meeting
Daniel Sigg* (40) ........... CH: -- Member of the Executive CH: since 1994; Director of six other
153 East 53rd Street IF: -- Committee, Chief Financial current term ends BEA-advised investment
New York, NY 10022 LAQ: -- Officer and Executive Di- at the 1998 annual companies.
LAM: -- rector of BEA (1/91-pre- meeting
PGF: -- sent); Member of the Exec- IF: since 1994;
utive Committee, Chief Fi- current term ends
nancial Officer and Execu- at the 1998 annual
tive Director of Credit meeting
Suisse Advisors Corpora- LAQ: since 1994;
tion (12/95-present); current term ends
President of Credit Suisse at the 1996 annual
Capital Corporation meeting
(12/90-present); Vice LAM: since 1994;
President of Sales and current term ends
Marketing at Swiss American at the 1998 annual
Securities (1/87-12/90). meeting
PGF: since 1994;
current term ends
at the 1998 annual
meeting
7
SHARES LENGTH OF SERVICE
BENEFICIALLY CURRENT PRINCIPAL AS DIRECTOR AND MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION TERM OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 28, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1996 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- - ----------------------------- -------------- --------------------------- ------------------- ------------------------
Martin M. Torino (46) ....... LAQ: -- Executive Director of TAU LAQ: since 1991; Director of three other
Reconquista 365, 9th Fl LAM: -- S.A. (a commodities trading current term ends BEA-advised investment
Capital Federal 1003 PGF: -- firm) (11/90-present); at the 1996 annual companies.
Buenos Aires, Argentina President of DYAT S.A. meeting
(10/93-present); Vice LAM: since 1990;
President of Louis Dreyfus current term ends
Sugar Company, Inc. (a at the 1998 annual
commodities trading firm) meeting
(1984-1990). PGF: since 1989;
current term ends
at the 1998 annual
meeting
Richard Watt* (37) .......... LAQ: -- Senior Vice President of LAQ: Since 1995; Director of three other
153 East 53rd Street BEA (8/95-present); Head of current term ends BEA-advised investment
New York, NY 10022 Emerging Markets In- at the 1996 annual companies.
vestments and Research at meeting
Gartmore Investment Limited
(11/92-6/95); Director of
Kleinwort Benson
International Investment
(5/87-10/92).
All directors and officers
as a group
CH (9):................. 14,044
IF (9):................. 1,000
LAQ (11):............... 6,666
LAM (11):............... 5,173
PGF (9):................ 350
- - ----------------
+ Includes 3,104 Shares of CH held by family members of Mr. Bassini.
++ Includes 3,730 Shares of LAM held by family members of Mr. Bassini.
+++ Excludes 1,000 Shares of IF held by Mr. Kaplan's spouse as to which he
disclaims beneficial ownership.
During the fiscal year ended December 31, 1995, each director who is not a
director, officer, partner, co-partner or employee of BEA, SBAM, the U.S.
Administrator, Celfin, or any affiliate thereof, received an annual fee of
$5,000 and $500 for each meeting of the Board attended by him and was reimbursed
for expenses incurred in connection with his attendance at the Board meetings.
The total remuneration paid by CH, IF, LAQ, LAM and PGF during the fiscal year
1995 to all such unaffiliated directors was $19,000, $20,500, $27,500, $27,500
and $20,000, respectively. During the fiscal year 1995, the Board of CH, IF,
LAQ, LAM and PGF convened 5, 4, 8, 8, 4 times, respectively. Each director
except Messrs. Hyland (LAM), Ibanez (CH), Lubell (PGF) and Watt (LAQ) attended
at least seventy-five percent of the aggregate number of meetings of the Boards
and any committees on which he served.
8
The Funds' Audit Committees are composed of directors who are not interested
persons of the Funds. Messrs. Arzac, Cattano, Ibanez and Landau are the members
of the Audit Committee of CH; Messrs. Francis, Kaplan and Morong are the members
of the Audit Committee of IF; Messrs. Arzac, Cattano, Gordon, Landau and Torino
are the members of the Audit Committee of LAQ and LAM and Messrs. Arzac,
Cattano, Lubell and Torino are the members of the Audit Committee of PGF. The
Audit Committee of each of CH, IF, LAQ, LAM and PGF convened twice during the
fiscal year 1995. The Audit Committee of a Fund advises the full Board with
respect to accounting, auditing and financial matters affecting that Fund. Each
Board performs the functions of a nominating committee. None of the Boards will
consider nominees recommended by shareholders. None of the Funds has a
compensation committee.
Section 16(a) of the Securities Exchange Act of 1934 requires a Fund's
officers and directors, officers and directors of the investment adviser,
affiliated persons of the investment adviser, and persons who beneficially own
more than ten percent of a Fund's Shares to file reports of ownership with the
Securities and Exchange Commission (the "SEC"), the New York Stock Exchange and
the Fund. Based solely upon its review of the copies of such forms received by
it and written representations from such persons, each Fund believes that for
the fiscal year ended December 31, 1995, all filings applicable to such persons
were complied with, except that an Initial Statement of Beneficial Ownership of
Securities on Form 3 was filed late by each of the following individuals for the
Funds indicated next to their respective names: Enrique Arzac (CH, LAQ, LAM,
PGF) Stephen Swift (IF) and Richard Watt (LAM, LAQ), each a director, officer or
employee of the Fund and/or BEA.
The following table shows certain information about officers of the Funds
other than Messrs. Bassini, Sigg and Watt, who are described above. Mr. Bassini
is President and Chief Investment Officer of each of the Funds other than IF, of
which he is President and Secretary. Mr. Sigg is Senior Vice President of each
of the Funds. Mr. Watt is Senior Vice President and Investment Officer of CH,
Executive Vice President and Investment Officer of LAQ and Vice President of LAM
and was elected to his respective offices on August 15, 1995. Mr. Bassini has
held his respective offices since the commencement of the Funds' operations. Mr.
Sigg and Mr. Stamler have been Senior Vice Presidents of the Funds since 1993.
Mr. Pignataro has served as Chief Financial Officer for CH and PGF since 1991
and Secretary for CH and PGF since 1989. He has held his respective positions
with IF since 1990 and with the remaining Funds since their commencement of
operations. Ms. Manney has been Vice President and Treasurer of the Funds since
1992. Mr. Swift was elected to his office on August 2, 1995.
9
Each officer will hold office until a successor has been elected. All
officers of the Funds are employees of and are compensated by BEA. The Funds
have no bonus, profit sharing, pension or retirement plans.
SHARES
BENEFICIALLY CURRENT PRINCIPAL
OWNED ON OCCUPATION
FEBRUARY 28, AND PRINCIPAL EMPLOYMENT
NAME AGE 1996 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
- - ----------------------- --- ------------- --------------------- --------------------------
Stephen Swift ......... 50 IF: -- Chief Investment Managing Director of BEA
153 East 53rd Street Officer of IF (6/95-present); Head of
New York, NY 10022 Global Equities at Credit
Suisse Asset Management
(10/91-5/95); Portfolio
manager of CS Tiger Fund
(10/91-present); Managing
Director of Southeast
Asian Equities at Wardley
Investment Services (a
subsidiary of Hong Kong
and Shanghai Bank)
(1/89-9/91).
Paul P. Stamler ....... 35 CH: 100 Senior Vice President Vice President of BEA
153 East 53rd Street IF: -- of CH, IF, LAQ, LAM (6/93-present);
New York, NY 10022 LAQ: and PGF self-employed as a
LAM: 100 certified public
PGF: -- accountant (4/92-5/93);
Vice President of Bear,
Stearns & Co. Inc.
(6/88-3/92).
Michael A. 36 CH: -- Chief Financial Vice President of BEA
Pignataro ........... IF: -- Officer and Secretary (12/95-present); Assistant
153 East 53rd Street LAQ: -- of CH, LAQ, LAM and Vice President and Chief
New York, NY 10022 LAM: 353 PGF; Chief Administrative Officer for
PGF: -- Financial Officer Investment Companies of
and Assistant BEA (9/89-12/95).
Secretary of IF
Rachel D. Manney ...... 28 CH: -- Vice President and Assistant Vice President
153 East 53rd Street IF: -- Treasurer of CH, and Administrative Officer
New York, NY 10022 LAQ: -- IF, LAQ, LAM and for Investment Companies
LAM: -- PGF of BEA (4/92-present);
PGF: -- Senior Associate at
Coopers & Lybrand
(certified public ac-
countant) (1989-1992).
The following table shows certain compensation information for the directors
of the Funds for the fiscal year ended December 31, 1995. None of the Funds'
executive officers and directors who are also officers or directors of BEA,
SBAM, the U.S. Administrator or Celfin received any compensation from the Funds
for such period.
10
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION FROM TOTAL NUMBER OF
ACCRUED AS ANNUAL FUND AND BOARDS OF
AGGREGATE PART OF BENEFITS FUND COMPLEX BEA-ADVISED
COMPENSATION FUND UPON PAID TO INVESTMENT
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS COMPANIES SERVED
- - ------------------------------------ ---------------- ----------- --------------- ------------------ -------------------
James J. Cattano ................... CH: $7,000 0 0 $ 49,000 7
LAQ: $7,000
LAM: $7,000
PGF: $7,000
Richard H. Francis ................. IF: $7,000 0 0 $ 10,000 3
Peter A. Gordon .................... LAQ: $6,500 0 0 $ 39,000 6
LAM: $6,500
Jose Luis Ibanez S.M. .............. CH: $5,000 0 0 $ 5,000 1
Peter J. Kaplan .................... IF: $7,000 0 0 $ 7,000 1
George W. Landau ................... CH: $7,000 0 0 $ 49,000 7
LAQ: $7,000
LAM: $7,000
Jonathan W. Lubell ................. PGF: $6,000 0 0 $ 12,000 2
C. Oscar Morong, Jr. ............... IF: $6,500 0 0 $ 6,500 1
Martin M. Torino ................... LAQ: $7,000 0 0 $ 42,000 6
LAM: $7,000
PGF: $7,000
BEA and BEA Capital LLC, a company organized and controlled by Mr. Bassini
and a former officer of BEA, have entered into a consulting agreement, dated as
of December 12, 1995, pursuant to which BEA Capital LLC will provide consulting
services to BEA with respect to private equity investments held by BEA clients
for a fee of $2 million per annum payable by BEA. This consulting agreement is
terminable by either party as of the last day of any calendar year commencing on
December 31, 1996; provided, that if BEA terminates this agreement as of
December 31, 1996, BEA is required to pay BEA Capital LLC an additional $2
million as a termination fee.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meetings will be the ratification
or rejection of the selection by the Boards of Coopers & Lybrand L.L.P. as
independent public accountants of the Funds for the present fiscal year ending
December 31, 1996. At a meeting held on February 13, 1996, the Boards of CH,
LAQ,
11
LAM and PGF, including those directors who are not "interested persons" of the
Funds, approved the selection of Coopers & Lybrand L.L.P. for the fiscal year
ending December 31, 1996. At a meeting held on February 6, 1996, the Board of
IF, including those directors who are not "interested persons" of IF, approved
the selection of Coopers & Lybrand L.L.P. for the fiscal year ending December
31, 1996. Coopers & Lybrand L.L.P. has been independent public accountants for
each of the Funds since commencement of operations of the respective Funds, and
has informed each Fund that it has no material direct or indirect financial
interest in that Fund. A representative of Coopers & Lybrand L.L.P. will be
available by telephone at the Meetings and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
SHAREHOLDER PROPOSALS
The Boards are not aware of any other matters that will come before the
Meetings. Should any other matter properly come before a Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 1997 annual meetings of
shareholders, the shareholder proposal must be received by that Fund no later
than November 1, 1996. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
12
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of any Fund because they
possessed or shared voting or investment power with respect to the Shares of
that Fund:
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
FUND NAME AND ADDRESS OWNED SHARES
- - --------- ----------------------------------------------------------------- ----------------- -------------
IF *Fiduciary Trust Company International ......................... 400,000** 8.7%
Two World Trade Center
New York, NY 10048
IF *United Nations Joint Staff Pension Fund ....................... 400,000** 8.7%
United Nations
New York, NY 10017
CH *Franklin Resources Inc. ....................................... 990,436 7.1%
777 Mariners Island Boulevard
San Mateo, CA 94403
- - --------------
* As stated in a Schedule 13G filed with the SEC.
** Fiduciary Trust Company International shares voting and dispositive power
with respect to 400,000 Shares with its client, the United Nations Joint
Staff Pension Fund.
REPORTS TO SHAREHOLDERS
The Funds send unaudited semi-annual and audited annual reports to their
shareholders, including a list of investments held. EACH FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, UPON
REQUEST TO THAT FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, TELEPHONE (1-800-293-1232). THESE REQUESTS WILL BE HONORED WITHIN
THREE BUSINESS DAYS OF RECEIPT.
13
THE CHILE FUND, INC.
--------------------------------------------------------------
THE INDONESIA FUND, INC.
-------------------------------------------------------------------
THE LATIN AMERICA
EQUITY FUND, INC.
----------------------------------------------------------
THE LATIN AMERICA
INVESTMENT FUND, INC.
----------------------------------------------------------------
THE PORTUGAL FUND, INC.
-------------------------------------------------------------------
THE INDONESIA FUND, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Emilio Bassini and Michael A. Pignataro as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below and in accordance with their
judgment on such other matters as may properly come before the meeting or any
adjournments thereof, all shares of The Indonesia Fund, Inc. (the "Fund") that
the undersigned is entitled to vote at the annual meeting of shareholders on
April 23, 1996, and at any adjournment thereof.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
- - --------------------------------------------------------------------------------
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEE AS DIRECTOR: FOR nominee listed WITHHOLD AUTHORITY
to vote for the nominee
Peter J. Kaplan (three-year term) / / / /
PROPOSAL 2--TO RATIFY THE SELECTION OF COOPERS & FOR AGAINST ABSTAIN
LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE / / / / / /
FUND FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996:
(CONTINUED--SIGNATURE REQUIRED ON THE REVERSE SIDE OF THIS PROXY CARD)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Date: _____________________________
________________ ________________
Signature Print Name
________________ ________________
Signature if held Print Name
jointly