KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
75 WALL STREET
NEW YORK, NEW YORK 10005
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Kleinwort
Benson Australian Income Fund, Inc. (the "Fund") will be held on Tuesday,
February 11, 1997, at 11:00 a.m. at 75 Wall Street, 29th floor, New York, New
York 10005, for the following purposes:
(1) To elect one class of three Directors ("Proposal No. 1").
(2) To act upon a proposal to ratify the selection of Price
Waterhouse as Independent Accountants for the Fund for the fiscal
year ending October 31, 1997 ("Proposal No. 2").
(3) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on December 13, 1996 will
be entitled to vote at the Meeting. The Fund's annual report to stockholders for
the 1996 fiscal year is being mailed to all such stockholders prior to or with
the mailing of this notice and proxy statement.
By order of the Board of Directors,
Michael Fortier
Secretary
December 20, 1996
If you do not expect to be present at the meeting, please date, fill in and
sign the enclosed form of Proxy and mail it in the enclosed return envelope. IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
75 Wall Street
New York, New York 10005
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
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This Proxy Statement is furnished to the stockholders of KLEINWORT BENSON
AUSTRALIAN INCOME FUND, INC. (the "Fund") in connection with the solicitation by
the Board of Directors of the Fund of proxies to be used at an Annual Meeting of
Stockholders of the Fund to be held at the offices of the Fund's Investment
Advisor and Administrator, Kleinwort Benson Investment Management Americas Inc.,
75 Wall Street, 29th Floor, New York, NY, on Tuesday, February 11, 1997 at 11:00
a.m. for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders.
Stockholders of record at the close of business on December 13, 1996 will
be entitled to vote at the Meeting. If a proxy is executed and returned, the
shares represented thereby will be voted at the Meeting. Any stockholder giving
a proxy will have the power to revoke it by notice in writing received by the
Secretary of the Fund, c/o Kleinwort Benson Investment Management Americas Inc.,
75 Wall Street, New York, NY 10005, prior to the exercise of such proxy at the
Meeting. Also, any stockholder attending the Meeting may vote in person whether
or not she or he has previously filed an executed proxy. Each proxy will be
voted in accordance with the directions given thereon by the stockholder. If no
specific directions to the contrary are given, a proxy will be voted for the
election of one class of three Directors and in favor of Proposal No. 2.
On December 20, 1996 there were 11,954,566 outstanding shares of the Fund.
On such date, no person to the knowledge of the Fund owned 5% or more of the
outstanding shares of the Fund. Each share or fractional share outstanding on
the record date will be entitled to one vote or fractional vote at the meeting.
The cost of soliciting proxies for the Annual Meeting of Stockholders,
consisting primarily of printing and mailing expenses, will be paid by the Fund.
This solicitation is being made by the use of the mails, but may also be made by
telephone, telegraph and personal interview. Proxies should be returned to the
Fund's Transfer Agent, Boston EquiServe, in the enclosed envelope. This Proxy
Statement and accompanying form of proxy are first being sent to stockholders on
or about December 27, 1996.
Copies of the Fund's most recent Annual and Semi-Annual Reports may be
obtained without charge by calling (800) 237-4218 or by writing the Fund at 75
Wall Street, New York, NY 10005.
ELECTION OF DIRECTORS
Proposal No. 1
At the Meeting, three of the seven Directors of the Fund are to be elected
for a period of three years and until their successors have been elected and
qualified. It is the intention of the persons named in the enclosed form of
proxy to vote the shares represented thereby for the election of the following
nominees as Directors of the Fund. Each nominee is a member of the present Board
of Directors of the Fund and was elected by stockholders of the Fund.
1
Set forth below are the nominees for election to the Fund's Board of
Directors, together with certain other information:
Shares of Common
Position with Principal Occupation and Stock Owned at
Name and Address Age the Fund other Affiliations December 20, 1996 Class
- ---------------- --- -------- ------------------ ----------------- -----
The Earl of Limerick(1) 66 Director since Chairman, Pirelli UK plc and 0 III
40 Chancery Lane 1986 associated companies (since
London, WC2A 1JH 1989); Chairman, AMP Asset
England Management plc (since 1992);
Chairman, De La Rue plc
(Director since 1983,
Chairman since 1993);
Chairman, Board of
Governors, London Guildhall
University (since 1984).
Formerly Non-Executive
Director of Kleinwort Benson
Group plc and associated
companies (1990).
Leonard T. Hinde (1) 71 Director since Formerly Advisor to the 0 III
20 Ellalong Place 1987 Governor, Reserve Bank of
Cremorne, NSW 2090 Australia (retired 1985).
Australia
G. William Miller (1) 71 Director and Chairman and CEO, G. William 40,000 III
1215 19th Street N.W. Deputy Miller & Co. Inc. (since
Washington, DC 20036 Chairman since 1983); Chairman and CEO,
1986 Federated Stores, Inc.
(1991-1992); Chairman and
Director, Waccamaw
Corporation (since October
1995); Director, GS
Industries (since October
1995), Simon-DeBartolo
Group, Inc. (since August
1996) and Repligen
Corporation (since 1982);
Trustee, Marine Biological
Laboratory (since August
1996).
Class I Directors' terms will expire in 1998 and Class II Directors' terms
will expire in 1999. The following Directors of the Fund will continue to serve
in such capacity until their terms of office expire and their successors are
duly elected and qualified.
- ----------
(1) Member, Audit Committee. The Committee reviews and reports to the Board
with respect to the scope and results of the examination of the financial
statements of the Fund by the independent accountants and related matters.
2
Shares of Common
Position with Principal Occupation and Stock Owned at
Name and Address Age the Fund other Affiliations December 20, 1996 Class
- ---------------- --- -------- ------------------ ----------------- -----
Sir Robert C. Cotton 81 Director and Formerly Australian 8,000 I
2 Spruson Street Chairman of Ambassador to the United
Neutral Bay, NSW 2089 the Board States (1982-1985).
Australia since 1986
+ David M. Felder 41 Director and Senior Fixed Income Manager: 0 I
10 Fenchurch Street President Kleinwort Benson Investment
London, England since 1994 Management Americas Inc.
EC3M 3LB (since 1991) and Kleinwort
Benson Investment Management
Limited (since 1988).
James J. Foley 72 Director since From 1952-1990, Faculty 1,536 I
60 Pond Street 1986 Member, Harvard Graduate
Belmont, MA 02178 School of Business. Since
January 1991: Consultant to
the School's MBA Admissions
Board; Consultant to Courier
Corp.
Nigel S. MacEwan 63 Director since Retired; formerly President 0 II
153 Oenoke Lane 1992 and Chief Executive Officer,
New Canaan, CT 06820 Kleinwort Benson North
America, Inc. (1986-1993);
formerly Director, Alex
Brown Kleinwort Benson
Realty Advisors (1992-1994).
The executive officer of the Fund, other than as already shown, is
described below.
Michael Fortier is the Secretary and Treasurer and Principal Financial and
Accounting Officer and has held these offices since February 1994 and December
1996, respectively. Mr. Fortier is 34 years old and is an Assistant Vice
President of Dresdner Kleinwort Benson North America Services LLC and has been
employed by Kleinwort Benson since 1987.
- ----------
+ Mr. Felder is an "interested person" of the Fund because he is an officer
of the Fund's investment advisor.
3
The directors and officers of the Fund as a group owned less than 1% of the
shares outstanding as of December 20, 1996.
The Fund reimburses all Directors for their out-of-pocket and travel
expenses. For the period November 1, 1995 to October 31, 1996, there were two
meetings of the Fund's Board of Directors. Six of the Directors who served
during fiscal 1996 attended all meetings, while one Director, Sir Robert Cotton,
attended one meeting.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The members of the Audit Committee during fiscal 1996 were
Messrs. Foley, Miller, Hinde and The Earl of Limerick. The Audit Committee met
twice during the period November 1, 1995 to October 31, 1996 and all Committee
members attended each meeting.
Set forth below is information concerning compensation paid to the Fund's
current directors and officers during its fiscal year ended October 31, 1996:
Total Compensation
Pension or Retirement from Fund and Fund
Aggregate Compensation Benefits Accrued as Part Estimated Annual Benefits Complex Paid to
Name and Position from Fund of Fund Expenses Upon Retirement Directors
- ----------------- ---------------------- ------------------------ ------------------------- ------------------
Sir Robert C. Cotton, $7,000 None None $7,000
Director & Chairman of
the Board
David M. Felder, None None None None
Director & President
James J. Foley, $11,000 None None $11,000
Director
Leonard T. Hinde, $11,000 None None $11,000
Director
The Earl of Limerick, $11,000 None None $11,000
Director
Nigel S. MacEwan, $7,000 None None $7,000
Director
G. William Miller, $11,000 None None $11,000
Director &
Deputy Chairman
Michael Fortier, None None None None
Secretary and
Treasurer & Principal
Financial and Accounting
Officer
SELECTION OF INDEPENDENT ACCOUNTANTS
Proposal No. 2
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Price Waterhouse as independent accountants
for the Fund for the year ending October 31, 1997. The ratification of the
selection of independent accountants is to be voted upon at the meeting and it
is intended that the persons named in the accompanying proxy vote for Price
Waterhouse. A representative of Price Waterhouse will attend the meeting if so
requested by a stockholder.
4
The Board of Directors' policy regarding engaging independent accountants'
services is that Management may engage the Fund's independent accountants to
perform any service(s) normally provided by independent accounting firms,
provided that such service(s) meets any and all of the independence requirements
of the American Institute of Certified Public Accountants and the Securities and
Exchange Commission. The Audit Committee will review and approve services
provided by the independent accountants prior to their being rendered. The Board
of Directors also receives a report from the Audit Committee relating to all
services after they have been performed by the Fund's independent accountants.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting
other than those stated above. If any other business should come before the
Meeting, the persons named in the Proxies intend to vote thereon in accordance
with the views of the Fund's management.
STOCKHOLDER PROPOSALS
It is expected that the next meeting of stockholders will be held on or
about February 13, 1998. A stockholder's proposal intended to be presented at
the 1998 meeting of stockholders of the Fund must be received by the Fund by
August 31, 1997 in order to be included in the Fund's Proxy Statement and Form
of Proxy relating to such meeting.
By order of the Board of Directors,
Michael Fortier
Secretary
December 20, 1996
5
PROXY
KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS of Kleinwort Benson Australian
Income Fund, Inc. for use at the Annual Meeting of Stockholders to be held at 75
Wall Street, 29th Floor, New York, NY on February 11, 1997 at 11:00 a.m. New
York time. The undersigned hereby appoints Michael Fortier and Francis M. Harte,
and each of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Meeting and at all adjournments thereof, all shares
of the Fund held of record by the undersigned on the record date for the Meeting
upon the following matters, and upon any other matter which may properly come
before the Meeting or any adjournment thereof, in their discretion.
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(Continued and to be signed on the reverse side.) SEE REVERSE
SIDE
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|X| Please mark
votes as in
this example
Every properly signed proxy will be voted in the manner specified hereon and, in
the absence of specification, will be treated as GRANTING authority to vote in
the election of each Director and FOR Proposal 2.
1. ELECTION OF DIRECTORS
FOR AGAINST ABSTAIN
Nominees: The Earl of Limerick, 2. Proposal to ratify the |__| |__| |__|
Leonard T. Hinde, selection of Price
G. William Miller Waterhouse LLP as the
Fund's Independent
FOR WITHHELD Public Accountants.
|__| |__|
3. In their discretion, the proxies are
|__|________________________ authorized to vote upon such other business
For all nominees except as as may properly come before the Meeting or
noted above any adjournment thereof.
MARK HERE
FOR ADDRESS |__|
CHANGE AND
NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN PROMPTLY.
Receipt of Notice of Meeting and Proxy
Statement is hereby acknowledged.
IMPORTANT: Please be sure to give ALL
information requested above, including FULL
title.
Signature:_______________ Date:________ Signature:_______________ Date:________