SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE CHILE FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THE CHILE FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 26, 2003
-----------------
TO THE SHAREHOLDERS OF
THE CHILE FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of The Chile Fund, Inc. (the "Fund") will be held at the offices of
Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York,
New York 10017, on Friday, September 26, 2003, commencing at 1:00 p.m., New York
time.
The purpose of the Meeting is to consider and act upon the following
proposal and to consider and act upon such other matters as may properly come
before the Meeting or any adjournments thereof:
1. To elect three (3) directors of the Fund.
The close of business on Tuesday, August 26, 2003 has been fixed as the
record date for the determination of the shareholders of the Fund entitled to
notice of, and to vote at, the Meeting.
This notice and related proxy material are first being mailed on or about
August 29, 2003.
By order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
Dated: August 29, 2003
New York, New York
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. 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.
THE CHILE FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 26, 2003
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Chile Fund, Inc. (the
"Fund") for use at the Annual Meeting of Shareholders to be held at the offices
of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington Avenue, 16th
Floor, New York, New York 10017 on Friday, September 26, 2003 (commencing at
1:00 p.m.) and at any adjournments thereof (collectively, the "Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy")
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers or employees of the Fund, CSAM, the investment
adviser to the Fund, Bear Stearns Funds Management Inc., the administrator of
the Fund (the "Administrator"), or Georgeson Shareholder Communications, Inc.
("Georgeson"), a proxy solicitation firm that has been retained by the Fund and
which will receive a fee not to exceed $5,000 and will be reimbursed for its
reasonable expenses. All costs of solicitation, including (a) printing and
mailing of this Proxy Statement and accompanying material, (b) the reimbursement
of brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Fund's shares, (c) payment of Georgeson
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Fund. This Proxy Statement is expected to
be mailed to shareholders on or about August 29, 2003.
The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor,
New York, New York 10017. The Administrator has its principal executive office
at 383 Madison Avenue, 23rd Floor, New York, New York 10179. CELFIN CAPITAL
Servicios Financieros S.A., located at Apoquindo 3721, Piso 19, Santiago, Chile,
serves as Chilean investment sub-adviser and Chilean sub-administrator to the
Fund.
The Fund's Annual Report containing audited financial statements for the
year ended December 31, 2002 has been previously furnished to all shareholders
of the Fund. The Fund's Semi-Annual Report containing unaudited financial
statements for the period ended June 30, 2003 accompanies this Proxy Statement.
They 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 Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted "FOR" election of the Board's nominees for
director and in accordance with the judgment of the persons named in the proxy
on any other matters that may properly come before the Meeting and that are
deemed appropriate. Any shareholder giving a Proxy has the right to attend the
Meeting to vote his or her shares in person (thereby revoking any prior Proxy)
and also the right to revoke the Proxy at any time by written notice received by
the Fund prior to the time it is voted.
1
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, the holders of a majority of the shares present in person or by
proxy will have the power to adjourn the Meeting, without notice other than an
announcement at the Meeting, until the requisite number of shares entitled to
vote at the Meeting is present. In the event that a quorum is present at the
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of the Fund's shares represented at the Meeting
in person or by proxy and the persons named as proxies will vote those Proxies
that they are entitled to vote "FOR" or "AGAINST" any such proposal in their
discretion. Absent the establishment of a subsequent record date and the giving
of notice to the holders of record thereon, the adjourned Meeting must take
place not more than 120 days after the record date. At such adjourned Meeting,
any business may be transacted which might have been transacted at the original
Meeting. If a quorum is present, a shareholder vote may be taken on one or more
of the proposals in the Proxy Statement prior to any adjournment if sufficient
votes have been received and it is otherwise appropriate. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted.
The election of directors will require the affirmative vote of a plurality
of the votes cast at the Meeting in person or by proxy. Because abstentions and
broker non-votes are not treated as shares voted, any abstentions and broker
non-votes would have no impact on the election of directors.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, August 26, 2003, there were 10,139,926
Shares outstanding. Each Share is entitled to one vote at the Meeting, and
fractional Shares are entitled to proportionate shares of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope;
--allow sufficient time for the Proxy to be received and processed on or
before 1:00 p.m. on September 26, 2003.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The only proposal to be submitted at the Meeting will be the election of
three (3) Directors of the Fund to hold office for the term set forth below and
until their successors are elected and qualified.
The Board is divided into three classes, each class having a term of no more
than three years. Each year the term of office of one class expires and the
successor or successors elected to such class will serve for a three-year term.
Enrique R. Arzac and Joseph D. Gallagher, each a Director whose current term
expires on the date of this Meeting, have been nominated for a three-year term
to expire at the 2006 Annual Meeting of Shareholders. Messrs. Arzac and
Gallagher currently serve as Directors of the Fund.
At a meeting held on August 13, 2003, the Nominating Committee of the Fund
nominated Steven N. Rappaport as a Director of the Fund. If elected,
Mr. Rappaport will serve a two-year term that expires at the 2005 Annual Meeting
of Shareholders.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the nominees
for election to the Board, Directors whose terms of office continue beyond the
Meeting, and the officers of the Fund. The current terms of office of the Fund's
officers will end at the next meeting of the Board of Directors' that is held
after the date of this Meeting.
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
---------------------------- ------------ ---------------- ----------------------- ----------- -----------------------
NOMINEES FOR DIRECTOR:
Enrique R. Arzac ........... Director Since 1996; Professor of Finance 8 Director of The Adams
c/o CSAM current term and Economics, Graduate Express Company (a
466 Lexington Avenue ends at the 2003 School of Business, closed-end investment
New York, New York annual meeting. Columbia University company); Director of
10017-3140 (since 1971) Petroleum and Resources
Age: 62 Corporation (a closed-
end investment company)
3
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
---------------------------- ------------ ---------------- ----------------------- ----------- -----------------------
Steven N. Rappaport ........ Director N/A Partner of Lehigh 47 None
Lehigh Court, LLC Nominee Court, LLC and RZ
40 East 52nd Street Capital (private
New York, New York 10022 investment firms) since
Age: 55 July 2002; Consultant
to SunGard Securities
Finance, Inc., from
February 2002 to July
2002, President of
SunGard Securities
Finance, Inc., from
July 2001 to February
2002; President of
Loanet, Inc. (on-line
accounting service)
from 1995 to 2001
Joseph D. Gallagher* ....... Director, Since 2003; Managing Director and 49 None
c/o CSAM Chairman of current term Chief Executive Officer
466 Lexington Avenue the Board, ends at the 2003 of CSAM since 2003;
New York, New York Chief annual meeting. Chief Executive Officer
10017-3140 Executive and Director of Credit
Age: 40 Officer and Suisse Asset Management
President Limited, London,
England, from June 2000
to 2003; Director of
Credit Suisse Asset
Management Funds (UK)
Limited, London,
England, from June 2000
to 2003; Managing
Director, Head -- Asian
Corporate Finance and
M&A's, Credit Suisse
First Boston, Hong
Kong, China, from
January 1998 to May
1999
INDEPENDENT DIRECTORS:
James J. Cattano ........... Director Since 1989; President, Primary 4 None
c/o Primary Resources, Inc. current term Resources Inc. (an
55 Old Field Point Road ends at the 2005 international trading
Greenwich, Connecticut annual meeting. and manufacturing
06830 company specializing in
Age: 60 the sale of
agricultural
commodities throughout
Latin American markets)
(since October 1996)
4
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
---------------------------- ------------ ---------------- ----------------------- ----------- -----------------------
George W. Landau ........... Director Since 1989; Senior Advisor, Latin 5 Director of Emigrant
Two Grove Isle Drive current term America, The Coca-Cola Savings Bank; Director
Coconut Grove, Florida ends at the 2004 Company (since 1988) of GAM Funds, Inc.
33133 annual meeting.
Age: 83
INTERESTED DIRECTOR:
William W. Priest, Jr.** ... Director Since 1997; Co-Managing Partner, 53 None
Steinberg, Priest & Sloane current term Steinberg Priest &
Capital Management, LLC ends at the 2004 Sloane Capital
12 East 49th Street, 12th annual meeting. Management, LLC since
Floor New York, New York March 2001; Chairman
10017 and Managing Director
Age: 61 of CSAM from 2000 to
February 2001, Chief
Executive Officer and
Managing Director of
CSAM from 1990 to 2000
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
------------------------------------------ ------------------ ---------------- ------------------------------------
OFFICERS:
Hal Liebes ............................... Senior Vice Since 1997 Managing Director and Global General
c/o CSAM President Counsel of CSAM; Associated with
466 Lexington Avenue CSAM since 1997; Officer of other
New York, New York 10017-3140 Credit Suisse Funds
Age: 39
Michael A. Pignataro ..................... Chief Financial Since 1993 Director and Director of Fund
c/o CSAM Officer and Administration of CSAM; Associated
466 Lexington Avenue Secretary with CSAM since 1984; Officer of
New York, New York 10017-3140 other Credit Suisse Funds
Age: 43
Rocco A. Del Guercio ..................... Vice President Since 1997 Vice President and Administrative
c/o CSAM Officer of CSAM; Associated with
466 Lexington Avenue CSAM since June 1996; Officer of
New York, New York 10017-3140 other Credit Suisse Funds
Age: 39
Robert M. Rizza .......................... Treasurer Since 1999 Assistant Vice President of CSAM
c/o CSAM since January 2001; Administrative
466 Lexington Avenue Officer of CSAM from March 1998 to
New York, New York 10017-3140 December 2000; Officer of other
Age: 37 Credit Suisse Funds
5
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
------------------------------------------ ------------------ ---------------- ------------------------------------
Yaroslaw Aranowicz ....................... Chief Investment Since 2000 Vice President of CSAM
c/o CSAM Officer (3/98-present)
466 Lexington Avenue
New York, New York 10017-3140
Age: 39
Emily Alejos ............................. Investment Officer Since 1999 Director of CSAM (1/99-present);
c/o CSAM Vice President of CSAM (4/97-1/99)
466 Lexington Avenue
New York, New York 10017-3140
Age: 39
------------------------
* Mr. Joseph D. Gallagher is an interested person of the Fund, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), because he
serves as an officer of the Fund's adviser.
** Mr. William W. Priest, Jr. is an interested person of the Fund, as defined
in the 1940 Act, because he provided consulting services to CSAM within the
last two years.
Set forth in the table below is the dollar range of equity securities in the
Fund and the aggregate dollar range of equity securities in the CSAM Family of
Closed-End Investment Companies (as defined below) beneficially owned by each
Director.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR IN CSAM FAMILY OF
DOLLAR RANGE OF EQUITY SECURITIES CLOSED-END INVESTMENT
NAME OF DIRECTOR OR NOMINEE IN THE FUND*(1)(2) COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NOMINEES FOR DIRECTOR:
Enrique R. Arzac ..................... C E
Steven N. Rappaport .................. A D
Joseph D. Gallagher .................. A A
INDEPENDENT DIRECTORS:
James J. Cattano ..................... C C
George W. Landau ..................... C D
INTERESTED DIRECTOR:
William W. Priest, Jr. ............... B B
-------------------
* Key to Dollar Ranges:
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
(1) This information has been furnished by each Director as of July 31, 2003.
"Beneficial ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(2) The Fund's directors and officers, in the aggregate, own less than 1% of the
Fund's outstanding equity securities.
(3) "CSAM Family of Closed-End Investment Companies" means those registered
closed-end investment companies that share CSAM as the investment adviser
and that hold themselves out to investors as related companies for purposes
of investment and investor services.
As of July 31, 2003, none of the independent nominees for election to the
Board of the Fund, the independent Directors or their immediate family members
owned beneficially or of record any class of
6
securities in CSAM or in a person (other than a registered investment company)
directly or indirectly controlling, controlled by or under common control with
CSAM.
During the year ended December 31, 2002, each Director who was not a
director, officer, partner, co-partner or employee of CSAM, the Administrator or
any affiliate thereof, received an annual fee of $5,000 and $500 for each
meeting of the Board attended by him and was reimbursed for expenses incurred in
connection with his attendance at the Fund's Board meetings. The total
remuneration paid or accrued by the Fund during the year ended December 31, 2002
to all such unaffiliated directors was $28,500. Each Director entitled to a fee
from the Fund receives fifty percent of his annual fee in the form of Fund
shares purchased by the Fund's transfer agent in the open market on his behalf.
During the year ended December 31, 2002, the Board convened 9 times. Each
Director attended at least seventy-five percent of the aggregate number of
meetings of the Board and any committees on which he served during the period
for which he was a Director.
Messrs. Arzac, Cattano and Landau constitute the Fund's Audit Committee,
which is composed of Directors who are not interested persons of the Fund and
who are independent (as such term is defined by the New York Stock Exchange,
Inc.'s listing standards). The Audit Committee convened twice during the year
ended December 31, 2002. The Audit Committee advises the full Board with respect
to accounting, auditing and financial matters affecting the Fund. The Directors
constituting the Fund's Audit Committee also constitute the Fund's Nominating
Committee, which is composed of Directors who are not interested persons of the
Fund. The Nominating Committee did not meet during the year ended December 31,
2002. The Nominating Committee selects and nominates new independent Directors.
The Nominating Committee will consider nominees recommended by shareholders
should a vacancy arise. Recommendations should be submitted to the Nominating
Committee in care of the Secretary of the Fund. The Fund does not have a
compensation committee.
AUDIT COMMITTEE REPORT
Pursuant to the Audit Committee Charter adopted by the Board, the Audit
Committee is responsible for conferring with the Fund's independent auditors,
reviewing annual financial statements, recommending the selection of the Fund's
independent auditors and overseeing the Fund's internal controls. The Fund's
Audit Committee charter also contains provisions relating to the pre-approval by
the Audit Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP ("PwC") to the Fund and to CSAM and certain of its
affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The independent
auditors are responsible for planning and carrying out the proper audits and
reviews of the Fund's financial statements and expressing an opinion as to their
conformity with accounting principles generally accepted in the United States of
America.
The Audit Committee has met with the Fund's management to discuss, among
other things, the Fund's audited financial statements for the year ended
December 31, 2002. The Audit Committee has also met with the Fund's independent
auditors, PwC, and discussed with them certain matters required by Statement of
Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently
modified or supplemented, including, but not limited to, the scope of the Fund's
audit, the Fund's financial statements and the Fund's accounting controls. The
Audit Committee has received the written disclosures and the letter from PwC
required by the SEC's independence rules delineating relationships between the
independent auditors and the Fund and the impact that any such relationships may
have on the objectivity and
7
independence of the independent auditors. The Audit Committee has discussed with
PwC their independence and has considered whether the provision of services by
PwC to the Fund and to CSAM was compatible with maintaining PwC'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 auditors.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and 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 generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, the Audit Committee recommended to
the Board that the Fund's audited financial statements be included in the Fund's
2002 Annual Report to Shareholders for the year ended December 31, 2002 and it
was mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Enrique R. Arzac
James J. Cattano
George W. Landau
INDEPENDENT AUDITORS
At a meeting held on February 14, 2003, the Board, including the independent
Directors, approved the selection of PwC for the fiscal year ending
December 31, 2003. PwC has been the Fund's independent auditors since the Fund
commenced operations and has informed the Fund that it has no material direct or
indirect financial interest in the Fund. A representative of PwC will be
available by telephone at the Meeting and will have the opportunity to make a
statement if the representative so desires and will be available to respond to
appropriate questions.
The following table shows the aggregate fees PwC billed to the Fund, to CSAM
and to any entity controlling, controlled by or under common control with CSAM
that provides services to the Fund for their professional services rendered for
the fiscal year ended December 31, 2002.
CSAM AND
FUND CERTAIN AFFILIATES
-------- ------------------
Audit Fees.................................................. $44,600 $ 0
Financial Information Systems Design and Implementation
Fees...................................................... $ 0 $ 0
All Other Fees.............................................. $ 8,200 $738,000
COMPENSATION
The following table shows certain compensation information for the Directors
for the fiscal year ended December 31, 2002. All officers of the Fund are
employees of and are compensated by CSAM.
8
None of the Fund's executive officers or Directors who are also officers or
directors of CSAM received any compensation from the Fund for such period. The
Fund has no bonus, profit sharing, pension or retirement plans.
AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION FUND AND FUND COMPLEX
NAME OF DIRECTOR FROM FUND PAID TO DIRECTORS*
---------------- ------------ -----------------------
INDEPENDENT DIRECTORS
Enrique R. Arzac...................................... $9,500 $83,500
James J. Cattano...................................... $9,500 $35,500
George W. Landau...................................... $9,500 $43,000
INTERESTED DIRECTOR
William W. Priest, Jr................................. $ 0 $ 0
-------------------
* 54 funds comprise the Fund Complex. See the "Directors" table for the number
of funds each Director serves.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE FUND'S NOMINEES FOR DIRECTOR.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of the Fund because they
possessed or shared voting or investment power with respect to the Shares:
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
---------------- ------------------ ---------
Deutsche Bank AG*........................................... 724,101 5.3%
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Administradora de Fondos de Pensiones Provida, S.A.**....... 2,374,199 23.41%
Avenida Pedro de Valdivia 100
Santiago, Chile
A.F.P. Habitat S.A.***...................................... 2,374,199 23.41%
Avenida Providencia 1909 Piso 9 - Providencia
Santiago, Chile
------------------------
* As stated in Schedule 13G filed with the SEC on February 5, 2003.
** As stated in Schedule 13D filed with the SEC on August 8, 2003.
*** As stated in Schedule 13D filed with the SEC on August 11, 2003.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and Directors, certain officers and directors of the investment
adviser, affiliated persons of the investment
9
adviser, and persons who beneficially own more than 10% of the Fund's Shares to
file reports of ownership with the SEC and the Fund.
Based solely upon its review of the copies of such forms received by it and
written representations from such persons, the Fund believes that, for the
fiscal year ended December 31, 2002, all filing requirements applicable to such
persons were complied with except for the following:
Enrique R. Arzac: A Form 4 was not timely filed to report his purchase of
shares of the Fund on July 22, 2002. A Form 4 was filed on August 29, 2002 to
report this event. A Form 4 was not timely filed to report his purchase of
shares of the Fund on December 18, 2002. A Form 4 was filed on December 23, 2002
to report this event.
James J. Cattano: A Form 4 was not timely filed to report his purchase of
shares of the Fund on January 16, 2002 and on July 22, 2002. A Form 4 was filed
on August 29, 2002 to report these events.
George W. Landau: A Form 4 was not timely filed to report his purchase of
shares of the Fund on January 16, 2002 and on July 22, 2002. A Form 4 was filed
on August 29, 2002 to report these events. A Form 4 was not timely filed to
report his purchase of shares of the Fund on December 18, 2002. A Form 4 was
filed on December 23, 2002 to report this event.
Laurence R. Smith: A Form 3 was not timely filed to report his appointment
as Chairman of the Fund on May 13, 2002. A Form 3 was filed on March 20, 2003 to
report this event.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the 1934 Act, for a shareholder proposal to be
considered for inclusion in the Fund's proxy material relating to its 2004
annual meeting of shareholders, the shareholder proposal must be received by the
Fund a reasonable time before the Fund begins to print and mail its proxy
materials for the 2004 annual meeting which is expected to be on or about
February 15, 2004. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
at least $2,000 and must have held such Shares for at least one year. Further,
the shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or
(iii) otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The Chile Fund, Inc. c/o Credit Suisse Asset Management,
LLC, 466 Lexington Avenue, 16th Floor, New York, NY 10017 not later than 45 days
before the date in the then current year corresponding to the date on which the
Fund first mailed its notice and proxy materials for the
10
annual meeting held in the prior year; provided, however, that in the event that
the date of the annual meeting is advanced or delayed by more than 30 days from
the first anniversary of the preceding year's annual meeting, notice by such
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or public
announcement of the date of such meeting was given or made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business
and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2004 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting, other than
the matters set forth in this Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY
WRITING TO THE CHILE FUND, INC. C/O CREDIT SUISSE ASSET MANAGEMENT, LLC AT 466
LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10017, OR AT THE WEBSITE OF
CREDIT SUISSE ASSET MANAGEMENT, LLC AT WWW.CSAM-AMERICAS.COM. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
11
THE CHILE FUND, INC.
---------------------------------------------------------------
SEPTEMBER 26, 2003
3911-PS-03
[PROXY CARD]
THE CHILE FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Michael A. Pignataro and Hal Liebes, each with the power of
substitution, as proxies for the undersigned to vote the shares of The Chile
Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the
reverse side, at the Annual Meeting of Shareholders of the Fund (the "Meeting")
to be held on Friday, September 26, 2003, at 1:00 p.m., Eastern Time, at the
offices of the Fund, 466 Lexington Avenue, 16th Floor, New York, New York 10017,
and any adjournments thereof.
1
[REVERSE SIDE]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
RECOMMENDS A VOTE FOR PROPOSAL 1.
THIS PROXY WHEN 1) Election of the following nominees as Director:
PROPERLY EXECUTED Nominees: (01) Enrique R. Arzac (three-year term)
WILL BE VOTED IN THE (02) Joseph D. Gallagher (three-year term)
MANNER DIRECTED (03) Steven N. Rappaport (two-year term)
HEREIN BY THE
UNDERSIGNED / / FOR the nominees listed above (except as marked to the contrary above)
SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS / / WITHHOLD AUTHORITY to vote for the nominees listed above
PROXY WILL BE VOTED
"FOR" PROPOSAL 1. (INSTRUCTION: To withhold authority for any individual nominee, strike a line
through such individual's name above.)
2) To transact such other business as may properly come before the Meeting or
any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
/ /
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: Date:
------------------- --------
Signature: Date:
------------------- --------
DETACH CARD
2