SCHEDULE 14A INFORMATION
Information required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE CHILE FUND, INC.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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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)(4)
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.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
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NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2006
----------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meetings of Shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") (each a
"Meeting" and collectively, the "Meetings") will be held at the offices of
Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between 45th and 46th
streets), 16th Floor, New York, New York 10017, on the following dates and
times:
The Chile Fund, Inc. ("CH") April 20, 2006 3:00 p.m.
The First Israel Fund, Inc. ("ISL") April 20, 2006 3:30 p.m.
The Latin America Equity Fund, Inc. ("LAQ") April 20, 2006 4:00 p.m.
The Indonesia Fund, Inc. ("IF") April 20, 2006 4:30 p.m.
The purpose of the Meetings is to consider and act upon the following
proposal for each Fund and to consider and act upon such other matters as may
properly come before the Meetings or any adjournments thereof:
1. CH -- To elect two Directors for a three-year term and two
Directors for a one-year term;
ISL -- To elect two Directors for a three-year term and two
Directors for a one-year term;
LAQ -- To elect two Directors for a three-year term, one Director
for a two-year term and one Director for a one-year term; and
IF -- To elect two Directors for a three-year term and one
Director for a two-year term.
This item is discussed in greater detail in the attached Joint Proxy
Statement.
The close of business on February 24, 2006 has been fixed as the record
date for the determination of the shareholders of each Fund entitled to notice
of, and to vote at, the Meetings.
This notice and related proxy material are first being mailed to
shareholders on or about March 1, 2006.
By Order of each Board of Directors
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETINGS. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: March 1, 2006
New York, New York
(This page has been left blank intentionally.)
THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
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JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2006
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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 of the
Funds to be held at the offices of Credit Suisse Asset Management, LLC ("Credit
Suisse"), 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New
York, New York 10017 on April 20, 2006 for all the Funds, and at any
adjournments thereof (each a "Meeting" and collectively, the "Meetings"). A
Notice of Annual Meetings of Shareholders and a proxy card (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, Credit Suisse, the investment adviser to the
Funds, Bear Stearns Funds Management Inc., the administrator of the Funds (the
"Administrator"), or D.F. King & Co., Inc. ("D.F. King"), a proxy solicitation
firm that has been retained by each Fund and which will receive a fee not to
exceed $1,500 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 each Fund's shares, (c) payment of D.F. King for its
services in soliciting Proxies and (d) supplementary solicitations to submit
Proxies, will be borne one-fourth by each Fund. This Joint Proxy Statement is
expected to be mailed to shareholders on or about March 1, 2006.
Credit Suisse has its principal executive office at 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. ("Celfin"), located at Apoquindo 3721,
Piso 19, Santiago, Chile, serves as Chilean investment sub-adviser and Chilean
sub-administrator to The Chile Fund, Inc. ("CH") and The Latin America Equity
Fund, Inc. ("LAQ"). Credit Suisse Asset Management Limited ("Credit Suisse
Australia"), located at Level 32, Gateway Building, 1 Macquarie Place, Sydney,
NSW 2000, serves as investment sub-adviser to The Indonesia Fund, Inc. ("IF").
Credit Suisse Asset Management Limited ("Credit Suisse UK"), located at Beaufort
House, 15 St. Botolph Street, London EC3A 7JJ, England and Analyst Exchange and
Trading Services, Ltd., 46 Rotchild Blvd., Tel Aviv, Israel, serve as investment
sub-advisers to The First Israel Fund, Inc. ("ISL").
The Annual Reports, containing audited financial statements for the fiscal
year ended December 31, 2005 for CH, ISL,(1) LAQ and IF accompany this Proxy
Statement. They are not to be regarded as proxy-soliciting material.
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(1) ISL's fiscal year end-date was recently changed from September 30 to
December 31. Accordingly, the most recent Annual Report for ISL contains
audited financial statements for the period from October 1, 2005 through
December 31, 2005.
1
EACH 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 RELEVANT FUND BY CALLING 1-800-293-1232,
BY WRITING TO THE SECRETARY OF THE RELEVANT FUND C/O CREDIT SUISSE ASSET
MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10017,
OR AT THE FUNDS' WEBSITE AT www.credit-suisse.com/us. THESE REQUESTS WILL BE
HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
If an enclosed Proxy is properly executed and returned in time to be voted
at the Meeting to which it relates, 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" the election of each Fund's
nominee(s) for Director, and, in accordance with the judgment of the persons
named in the Proxy on any matters that may properly come before the Meetings and
that are deemed appropriate. Any shareholder giving a Proxy has the power to
revoke it by mail (addressed to the Secretary of the relevant Fund, c/o Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New
York 10017) or in person at the Meeting by executing a superseding Proxy or by
submitting a notice of revocation.
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. In the event that a quorum is not present at a Meeting,
the holders of a majority of the shares present in person or by proxy will have
the power to adjourn such Meeting, without notice other than an announcement at
such Meeting, until the requisite number of shares entitled to vote at such
Meeting is present. 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 that Meeting to permit
further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of a 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" any proposal in favor of such adjournment
and will vote those proxies required to be voted "AGAINST" any proposal against
any such adjournment. 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 properly brought before the meeting 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 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. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The election of a Director at each Meeting will require that the successful
candidate(s) receive a plurality 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 the elections.
Credit Suisse and its affiliates have advised the Funds that they intend to
vote the shares over which they have voting power at the Meetings, including
shares that are held directly or on behalf of employees, in the manner
instructed by the customers or employees for which such shares are held.
2
Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). Each Share of a Fund is entitled to one vote at that
Fund's Meeting, and fractional Shares are entitled to a proportionate share of
one vote. On the record date, February 24, 2006, the following number of Shares
of each Fund were issued and outstanding:
CH 10,139,926 Shares
ISL 4,259,295 Shares
LAQ 6,322,240 Shares
IF 8,266,202 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 proxy 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. To the extent information regarding common ownership is
available to the Funds, a shareholder who owns of record Shares in more than one
Fund will receive a package containing this Joint Proxy Statement and Proxies
for each Fund in which that shareholder owns Shares. If information relating to
common ownership is not available to the Funds, a shareholder who beneficially
owns Shares in more than one Fund may receive more than one package, each
containing this Joint Proxy Statement and a Proxy for a single Fund. It is
essential that shareholders complete, date, sign and return EACH enclosed Proxy.
In order that your Shares may be represented at the Meeting(s), you are
requested to:
-- indicate your instructions on the Proxy;
-- date and sign the Proxy;
-- mail the Proxy promptly in the enclosed envelope; and
-- allow sufficient time for the Proxy to be received and processed on or
before the commencement of the applicable Meeting(s) on the dates and
at the times indicated below.
CH April 20, 2006 3:00 p.m.
ISL April 20, 2006 3:30 p.m.
LAQ April 20, 2006 4:00 p.m.
IF April 20, 2006 4:30 p.m.
PROPOSAL 1: ELECTION OF DIRECTORS
The only proposal to be submitted at the Meetings will be the election of
Directors. If elected, each Director will hold office for the term set forth
below and until his successor is elected and qualified.
Pursuant to each Fund's Articles of Incorporation, each Board is divided
into three classes, each class having a term of three years. Each year the term
of one class will expire. Each nominee will serve until the Annual Meeting in
the year noted below of the Fund(s) on the Board(s) of which he sits or until
his successor is elected and qualified. Each nominee has indicated an intention
to serve if elected and has consented to being named in this Joint Proxy
Statement. The nominees for election to the Boards of the Funds are as follows:
CH: Enrique R. Arzac (Class I Director, three-year term ending 2009)
Lawrence D. Haber (Class I Director, three-year term ending 2009)
Lawrence J. Fox (Class II Director, one-year term ending 2007)
Martin M. Torino (Class II Director, one-year term ending 2007)
LAQ: Enrique R. Arzac (Class III Director, three-year term ending 2009)
Lawrence J. Fox (Class III Director, three-year term ending 2009)
3
Steven N. Rappaport (Class II Director, two-year term ending 2008)
Lawrence D. Haber (Class I Director, one-year term ending 2007)
IF: Enrique R. Arzac (Class III Director, three-year term ending 2009)
Steven N. Rappaport (Class III Director, three-year term ending 2009)
Lawrence D. Haber (Class II Director, two-year term ending 2008)
ISL: Enrique R. Arzac (Class III Director, three-year term ending 2009)
Lawrence D. Haber (Class III Director, three-year term ending 2009)
Phillip Goldstein (Class I Director, one-year term ending 2007)
Lawrence J. Fox (Class I Director, one-year term ending 2007)
Information about each nominee is set forth in more detail below.
The following tables set forth certain information regarding the nominees
for election to the Boards of the Funds, Directors whose terms of office
continue beyond the Meetings, and the principal officers of the Funds. The
current terms of office of each Fund's officers will end at the applicable Board
of Directors' meeting next following the Meeting.
DIRECTORS
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND
POSITION(S) TERM OF OFFICE AND OCCUPATION(S) COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME DURING THE OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND(S) SERVED PAST FIVE YEARS BY DIRECTOR* HELD BY DIRECTOR
-------------------------- ------------------ ----------------------- ------------------- --------------- ---------------------
NON-INTERESTED NOMINEES
FOR DIRECTOR:
Enrique R. Arzac CH, LAQ and ISL: CH, LAQ, and ISL: Professor of 47 Director of The
c/o Credit Suisse Asset Chairman of the Since 1996; Chairman Finance and Adams Express
Management, LLC Board of since 2005; current Economics, Graduate Company (a
Attn: General Counsel Directors, term ends at the 2006 School of Business, closed-end
466 Lexington Avenue Nominating annual meeting Columbia University investment company);
New York, New York Committee Chairman since 1971 Director of
10017-3140 and Audit IF: Since 2000; Petroleum and
Date of Birth: 10/02/41 Committee Member Chairman since 2005; Resources
current term ends at Corporation (a
IF: Chairman of the 2006 annual meeting closed-end
the Board of investment company)
Directors,
Nominating and
Audit Committee
Member
4
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND
POSITION(S) TERM OF OFFICE AND OCCUPATION(S) COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME DURING THE OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND(S) SERVED PAST FIVE YEARS BY DIRECTOR* HELD BY DIRECTOR
-------------------------- ------------------ ----------------------- ------------------- --------------- ---------------------
Lawrence J. Fox IF: Director, IF: Since 2000; Partner, Drinker 6 Director, Winthrop
One Logan Square Nominating current term ends at Biddle & Reath (law Trust Company
18th & Cherry Streets Committee Chairman the 2008 annual meeting firm) since 1972
Philadelphia, and Audit
Pennsylvania 19103 Committee Member
Date of Birth: 07/17/43
Phillip Goldstein ISL: Director, ISL: Since 2005; Investment Adviser, 2 Director, Brantley
60 Heritage Drive Nominating and current term ends at Opportunity Capital Corporation;
Pleasantville, NY 10570 Audit Committee the 2006 annual meeting Partners L.P. since Director, Mexico
Date of Birth: 01/28/45 Member 1992 Equity and Income
Fund
Steven N. Rappaport CH, LAQ, IF and CH: Since 2003; Partner of Lehigh 47 Director of
c/o Lehigh Court, LLC ISL: Director, current term ends at Court, LLC and RZ Presstek, Inc. (a
40 East 52nd Street Nominating and the 2008 annual Capital (private digital imaging
New York, New York 10022 Audit Committee meeting investment firms) technologies
Date of Birth: 07/10/48 Member from July 2002 to company); Director
IF: Since 2005; present; Transition of Wood Resources,
current term ends at Adviser to SunGard LLC (a plywood
the 2006 annual Securities Finance, manufacturing
meeting Inc. from February company)
2002 to July 2002;
LAQ: Since 2005; President of
current term ends at SunGard Securities
the 2006 annual Finance, Inc. from
meeting 2001 to February
2002; President of
ISL: Since 2005; Loanet, Inc. (an
current term ends at on-line accounting
the 2008 annual meeting service) from 1997
to 2001
Martin M. Torino LAQ and CH: LAQ: Since 1990; Chief Executive 3 None
c/o Credit Suisse Asset Director, current term ends at Officer and
Management, LLC Nominating and the 2007 annual meeting Director of Celsur
Attn: General Counsel Audit Committee Logistica S.A.
466 Lexington Avenue Member CH: Since 2005; (Logistics) since
New York, New York current term ends at 2002; Chairman of
10017-3140 the 2006 annual meeting the Board of
Date of Birth: 08/14/49 Ingenio y Refineria
San Martin Del
Tabacal S.A. (a
sugar refinery)
from August 1996 to
2000
5
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND
POSITION(S) TERM OF OFFICE AND OCCUPATION(S) COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF TIME DURING THE OVERSEEN OTHER DIRECTORSHIPS
DATE OF BIRTH FUND(S) SERVED PAST FIVE YEARS BY DIRECTOR* HELD BY DIRECTOR
-------------------------- ------------------ ----------------------- ------------------- --------------- ---------------------
INTERESTED NOMINEE FOR DIRECTOR:
Lawrence D. Haber** None None Managing Director 7 None
c/o Credit Suisse Asset and Chief Operating
Management, LLC Officer of Credit
466 Lexington Avenue Suisse; Member of
New York, New York Credit Suisse's
Date of Birth: 06/27/51 Management
Committee; Chief
Financial Officer
of Merrill Lynch
Investment Managers
from 1997 to 2003
NON-INTERESTED DIRECTORS:
James J. Cattano CH, LAQ and ISL: CH: Since 1989; President, Primary 6 None
c/o Primary Resources, Director, Audit current term ends at Resources, Inc. (an
Inc. Committee Chairman the 2008 annual international
55 Old Field Point Road and Nominating meeting trading and
Greenwich, Connecticut Committee Member manufacturing
06830 LAQ: Since 1990; company
Date of Birth: 06/24/43 current term ends at specializing in the
the 2008 annual sale of
meeting agricultural
commodities
ISL: Since 2005; throughout Latin
current term ends at American markets)
the 2008 annual meeting since October 1996
Richard H. Francis IF: Director, IF: Since 1990; Currently retired 41 None
c/o Credit Suisse Asset Nominating current term ends at
Management, LLC Committee Member the 2007 annual meeting
Attn: General Counsel and Audit
466 Lexington Avenue Committee Chairman
New York, New York
10017-3140
Date of Birth: 04/23/32
6
OFFICERS
NAME, ADDRESS AND POSITIONS(S) HELD PRINCIPAL OCCUPATION(S)
DATE OF BIRTH WITH FUND(S) LENGTH OF TIME SERVED DURING THE PAST FIVE YEARS
------------------------- --------------------- -------------------------- -----------------------------------------------
Matthew J. K. Hickman CH and LAQ: Chief CH and LAQ: Since 2004 Director of Credit Suisse; Associated with
Credit Suisse Asset Investment Officer Credit Suisse since December 2003; Financial
Management, LLC Advisor with Global Advisors from July 2003 to
466 Lexington Avenue November 2003; General Manager of Compass Group
New York, New York Investment Advisors S.A. from February 2002 to
10017-3140 July 2003; Financial Advisor with Credit Suisse
Date of Birth: 01/21/64 First Boston from August 2000 to February 2002;
Director ABN AMRO from September 1998 to
August 2000; Officer of other Credit Suisse
Funds
Neil Gregson ISL: Chief Investment Since 2004 Managing Director of Credit Suisse Asset
c/o Credit Suisse Asset Officer Management Limited; Associated with Credit
Management, LLC Suisse since 1990
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 05/10/62
Boon Hong Yeo IF: Chief Investment IF: Since 2003 Director of Credit Suisse Australia; Director
c/o Credit Suisse Asset Officer of AIB Govett (Asia) Limited from October 2001
Management, LLC to April 2002; Managing Director of Zenith
466 Lexington Avenue Asset Management Singapore from January 2001 to
New York, New York September 2001; Associate Director of CMG First
10017-3140 State Singapore from 1994 to 2000
Date of Birth: 05/02/60
Steven B. Plump CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Managing Director of Credit Suisse; Associated
Credit Suisse Asset Chief Executive 2005 with Credit Suisse or its predecessor since
Management, LLC Officer and President 1995; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 02/08/59
Michael A. Pignataro CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Director and Director of Fund Administration of
Credit Suisse Asset Chief Financial 1993 Credit Suisse; Associated with Credit Suisse or
Management, LLC Officer and Secretary its predecessor since 1984; Officer of other
466 Lexington Avenue Credit Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
Emidio Morizio CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Director and Global Head of Compliance of
Credit Suisse Asset Chief Compliance 2004 Credit Suisse; Associated with Credit Suisse
Management, LLC Officer since July 2000; Vice President and Director of
466 Lexington Avenue Compliance of Forstmann-Leff Associates from
New York, New York 1998 to June 2000; Officer of other Credit
10017-3140 Suisse Funds
Date of Birth: 09/21/66
7
NAME, ADDRESS AND POSITIONS(S) HELD PRINCIPAL OCCUPATION(S)
DATE OF BIRTH WITH FUND(S) LENGTH OF TIME SERVED DURING THE PAST FIVE YEARS
------------------------- --------------------- -------------------------- -----------------------------------------------
Ajay Mehra CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Director and Head of Legal Americas Traditional
Credit Suisse Asset Chief Legal Officer 2004 Asset Management and Hedge Funds of Credit
Management, LLC Suisse; Associated with Credit Suisse since
466 Lexington Avenue September 2004; Senior Associate of Shearman &
New York, New York Sterling LLP from September 2000 to September
10017-3140 2004; Senior Counsel of the SEC Division of
Date of Birth: 08/14/70 Investment Management from June 1997 to
September 2000; Officer of other Credit Suisse
Funds
J. Kevin Gao CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Director and Legal Counsel of Credit Suisse;
Credit Suisse Asset Senior Vice President 2004 Associated with Credit Suisse since July 2003;
Management, LLC Associated with the law firm of Willkie Farr &
466 Lexington Avenue Gallagher LLP from 1998 to 2003; Officer of
New York, New York other Credit Suisse Funds
10017-3140
Date of Birth: 10/13/67
Robert M. Rizza CH, LAQ, IF and ISL: CH, LAQ, IF and ISL: Since Vice President of Credit Suisse; Associated
Credit Suisse Asset Treasurer 1999 with Credit Suisse since 1998; Officer of other
Management, LLC Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
----------
* Includes funds in the Fund Complex, which are not covered in this proxy
statement, for which nominees are seeking election at an April 20, 2006
shareholder meeting to the boards of funds on which they do not currently
serve as Directors.
** Mr. Haber is an "interested person" of the Fund (as defined in the
Investment Company Act of 1940 (the "1940 Act")) by virtue of his current
position as an officer of Credit Suisse.
8
Set forth in the table below is the dollar range of equity securities in
each Fund and the aggregate dollar range of equity securities in the Credit
Suisse Family of Investment Companies (as defined below) beneficially owned by
each Director or nominee.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DIRECTOR OR NOMINEE IN CREDIT
DOLLAR RANGE OF EQUITY SECURITIES SUISSE FAMILY OF INVESTMENT
NAME OF DIRECTOR OR NOMINEE OWNED*(1)(2) COMPANIES*(1)(3)
--------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEES FOR DIRECTOR:
Enrique R. Arzac CH: C E
LAQ: C
IF: B
ISL: C
Lawrence J. Fox CH: A C
LAQ: A
IF: A
ISL: A
Phillip Goldstein ISL: B E
Steven N. Rappaport CH: C E
LAQ: C
IF: C
ISL: D
Martin M. Torino CH: B C
LAQ: C
INTERESTED NOMINEE FOR DIRECTOR:
Lawrence D. Haber CH: A A
LAQ: A
IF: A
ISL: A
NON-INTERESTED DIRECTORS:
James J. Cattano CH: C D
LAQ: C
ISL: B
Richard H. Francis IF: A E
----------
* 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 December 31,
2005. "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) Each Fund's Directors and officers, in the aggregate, own less than 1% of
that Fund's outstanding equity securities.
(3) "Credit Suisse Family of Investment Companies" means those registered
investment companies that share Credit Suisse as the investment adviser and
that hold themselves out to investors as related companies for purposes of
investment and investor services.
9
As of December 31, 2005, none of the non-interested nominees for election
to the Boards, the non-interested Directors or their immediate family members
owned beneficially or of record any class of securities in Credit Suisse or in a
person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with Credit Suisse.
During the fiscal year ended December 31, 2005, each Director who was
not a director, officer, partner, co-partner or employee of Credit Suisse,
the Administrator or any affiliate thereof, received an annual fee of $5,000
and $500 for each meeting of the Boards attended by him and was reimbursed
for expenses incurred in connection with his attendance at the Funds' Board
meetings. Effective January 1, 2006, those fees will increase to $10,000 and
$1,000, respectively. The total remuneration paid or accrued by CH, LAQ and
IF during the fiscal year ended December 31, 2005 to all such unaffiliated
Directors was $31,125, $29,625 and $32,125, respectively, and by ISL during
the fiscal year ended September 30, 2005 was $23,000. Each Director of CH,
LAQ, IF and ISL receives fifty percent of his annual fee in the form of
shares purchased by the Fund's transfer agent in the open market on his
behalf.
During the fiscal year ended December 31, 2005 for CH, LAQ and IF, each
Board convened six times. During the fiscal year ended September 30, 2005, the
Board of ISL convened seven times. Each Director attended at least seventy-five
percent of the aggregate number of meetings of each Board and any committees on
which he served during the period for which he was a Director.
Each Fund has an Audit Committee consisting of all the Directors who are
not interested persons of that Fund and who are independent of that Fund (as
such term is defined by the listing standards of the New York Stock Exchange
("NYSE") for CH, LAQ and ISL and by the listing standards of the American Stock
Exchange ("AMEX") for IF). Each of the Audit Committees of CH, LAQ and IF
convened four times during the fiscal year ended December 31, 2005. The Audit
Committee of ISL convened four times during the fiscal year ended September 30,
2005. Each Fund's Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting that Fund.
Messrs. Arzac, Cattano, Rappaport and Torino constitute CH's Nominating
Committee; Messrs. Arzac, Cattano, Rappaport and Torino constitute LAQ's
Nominating Committee; Messrs. Arzac, Fox, Francis and Rappaport constitute IF's
Nominating Committee; and Messrs. Arzac, Cattano, Goldstein and Rappaport
constitute ISL's Nominating Committee, each of which is composed of Directors
who are not interested persons of the applicable Fund and who are independent of
that Fund (as such term is defined by the NYSE's listing standards for CH, LAQ
and ISL and by the AMEX's listing standards for IF). Each of the Nominating
Committees of CH, LAQ and IF convened five times during the fiscal year ended
December 31, 2005. The Nominating Committee of ISL convened six times during the
fiscal year ended September 30, 2005.
At a meeting of CH's Nominating Committee held on December 6, 2005, the
Nominating Committee (with the nominees abstaining from voting) nominated Mr.
Arzac for a three-year term and Messrs. Fox and Torino, each for a one-year
term. At a meeting of LAQ's Nominating Committee held on December 6, 2005, the
Nominating Committee (with the nominees abstaining from voting) nominated
Messrs. Arzac and Fox, each for a three-year term, and Mr. Rappaport for a
two-year term. At a meeting of IF's Nominating Committee held on December 6,
2005, the Nominating Committee (with the nominees abstaining from voting)
nominated Messrs. Arzac and Rappaport each for a three-year term. At a meeting
of ISL's Nominating Committee held on December 6, 2005, the Nominating Committee
(with the nominees abstaining from voting) nominated Mr. Arzac for a three-year
term and Messrs. Goldstein and Fox each for a one-year term. At a meeting of the
Nominating Committee of CH, LAQ, IF and ISL held on February 15, 2006, the
Nominating Committee nominated Mr. Haber for three-, one-, two- and three-year
terms, respectively.
Each Fund's Nominating Committee selects and nominates Directors. Each
Board has adopted a Nominating Committee Charter (a copy of which was included
as Appendix A to CH, LAQ and IF's proxy statements dated
10
March 1, 2004 and as Appendix B to ISL's proxy statement dated February 29,
2005). In nominating candidates, each Committee shall take into consideration
such factors as it deems appropriate. These factors may include judgment, skill,
diversity, experience with investment companies and other organizations of
comparable purpose, complexity, size and subject to similar legal restrictions
and oversight, the interplay of the candidate's experience with the experience
of other Board members, and the extent to which the candidate would be a
desirable addition to the Board and any committees thereof.
The Nominating Committee will consider candidates submitted by shareholders
or from other sources it deems appropriate. Any recommendation should be
submitted to the Secretary of the Fund, c/o Credit Suisse Asset Management, LLC,
466 Lexington Avenue, New York, New York 10017. Any submission should include at
a minimum the following information: as to each individual proposed for election
or re-election as Director, the name, age, business address, residence address
and principal occupation or employment of such individual, the class, series and
number of shares of stock of a Fund that are beneficially owned by such
individual, the date such shares were acquired and the investment intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested person" of a Fund (as defined in the 1940 Act), and information
regarding such individual that is sufficient, in the discretion of the
Nominating Committee, to make such determination, and all other information
relating to such individual that is required to be disclosed in solicitation of
proxies for election of Directors in an election contest (even if an election
contest is not involved) or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the 1934 Act, and the rules
thereunder (including such individual's written consent to being named in the
proxy statement as a nominee and to serving as a Director (if elected)). In the
case of any Fund holding a meeting of shareholders, any such submission, in
order to be considered for inclusion in the Fund's proxy statement, should be
submitted by a date not later than the 120th calendar day before the date the
Fund's proxy statement was released to security holders in connection with the
Fund's previous year's annual meeting or, if the Fund has changed the meeting
date by more than 30 days or if no meeting was held the previous year, within a
reasonable time before the Fund begins to print and mail its proxy statement.
Any such submission must also be submitted by such date and contain such
information as may be specified in a Fund's By-laws, or as required by any
relevant stock exchange listing standards.
None of the Funds has a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Boards should send them
to the address of the relevant Fund and to the attention of that Board. All such
communications will be directed to the Board's attention.
The Funds do not have a formal policy regarding Board member attendance at
the Annual Meetings of Shareholders.
REPORTS OF THE AUDIT COMMITTEES
Pursuant to the Audit Committee Charter adopted by each Fund's Board (a
copy of which was included as Appendix B to CH, LAQ and IF's proxy statements
dated March 1, 2004 and as Appendix C to ISL's proxy statement dated February
29, 2005), the Audit Committee is responsible for conferring with that Fund's
independent registered public accounting firm, reviewing annual financial
statements, approving the selection of that Fund's independent registered public
accounting firm and overseeing that Fund's internal controls. Each 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 that Fund and to Credit Suisse and certain
of its affiliates. Each Audit Committee advises a Fund's full Board with respect
to accounting, auditing and financial matters
11
affecting the Fund. The independent registered public accounting firm is
responsible for planning and carrying out audits in accordance with standards
established by the Public Accounting Oversight Board (United States).
Each Audit Committee has met with the applicable Fund's management to
discuss, among other things, that Fund's audited financial statements for the
fiscal year ended December 31, 2005. Each Audit Committee has also met with the
Funds' independent registered public accounting firm, PwC, and discussed with
it 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 that Fund's audit, that Fund's
financial statements and that Fund's accounting controls. Each Audit Committee
has received from PwC the letter required by the Securities and Exchange
Commission's (the "SEC") independence rules describing any relationships between
it and the applicable Fund, Credit Suisse and its affiliates that may be thought
to bear upon the independence of the independent registered public accounting
firm. Each Audit Committee has discussed with PwC its independence and has
considered whether the provision of services by PwC to that Fund, to Credit
Suisse and its affiliates was compatible with maintaining PwC's independence.
The members of the Audit Committees are not professionally engaged in the
practice of auditing or accounting and are not employed by a Fund for
accounting, financial management or internal control. Moreover, each Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, an 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 Committees'
considerations and discussions referred to above do not provide assurance that
the audit of a Fund's financial statements has been carried out in accordance
with generally accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, each Audit Committee recommended
to the Board that the applicable Fund's audited financial statements be included
in that Fund's 2005 Annual Report to Shareholders for the fiscal year ended
December 31, 2005 and be mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF EACH FUND'S BOARD OF DIRECTORS
CH
Enrique R. Arzac
James J. Cattano
Steven N. Rappaport
Martin M. Torino
IF
Enrique R. Arzac
Lawrence J. Fox
Richard H. Francis
Steven N. Rappaport
LAQ
Enrique R. Arzac
James J. Cattano
Steven N. Rappaport
Martin M. Torino
ISL
Enrique R. Arzac
James J. Cattano
Phillip Goldstein
Steven N. Rappaport
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At meetings held on November 17, 2005 each Fund's Audit Committee approved
the selection of PwC for the fiscal year ending December 31, 2006 for CH, ISL,
LAQ and IF. PwC has been each Fund's independent registered public accounting
firm since that Fund commenced operations, and has informed each Fund that it
has no direct or material indirect financial interest in that Fund. A
representative of PwC 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.
12
The information in the table below is provided for services rendered to CH,
LAQ and IF by PwC for its fiscal years ended December 31, 2004 and December 31,
2005 and to ISL by PwC for its fiscal years ended September 30, 2004 and
September 30, 2005.
2005 2004
------------------------------------------------- -------------------------------------------------
CH IF LAQ ISL CH IF LAQ ISL
Audit Fees $ 56,700 $ 33,800 $ 59,850 $ 56,550 $ 71,450 $ 32,000 $ 56,150 $ 51,000
Audit-Related
Fees(1) $ 3,150 $ 3,150 $ 3,150 $ 12,050 $ 7,000 $ 4,500 $ 4,500 $ 11,500
Tax Fees(2) $ 7,860 $ 7,860 $ 7,860 $ 23,860 $ 7,482 $ 7,482 $ 7,482 $ 26,482
All Other Fees $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Total $ 67,710 $ 44,810 $ 70,860 $ 92,460 $ 85,932 $ 43,982 $ 68,132 $ 88,982
----------
(1) Amounts for CH include a special review of the tax provision for local
Chilean taxes, and for ISL include a test procedure on that fund's
compliance with an Israel tax ruling.
(2) Tax services in connection with the Funds' excise tax calculations and
review of the Funds' applicable tax returns and for ISL, for services in
connection with that fund's Israeli tax authority filing ($19,000 in 2004
and $16,000 in 2005).
Each Audit Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent registered
public accounting firm to the Fund and (ii) all permissible non-audit services
to be provided by the independent registered public accounting firm to Credit
Suisse, and any service provider to the Fund controlling, controlled by or under
common control with Credit Suisse that provided ongoing services to the Fund
("Covered Services Provider"), if the engagement relates directly to the
operations and financial reporting of the Fund. Each Audit Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairperson of the Audit Committee, and the
Chairperson shall report to the Audit Committee, at its next regularly scheduled
meeting after the Chairperson's pre-approval of such services, his or her
decision(s). Each Audit Committee may also establish detailed pre-approval
policies and procedures for pre-approval of such services in accordance with
applicable laws, including the delegation of some or all of the Audit
Committee's pre-approval responsibilities to other persons (other than Credit
Suisse or a Fund's officers). Pre-approval by an Audit Committee of any
permissible non-audit services shall not be required so long as: (i) the
aggregate amount of all such permissible non-audit services provided to a Fund,
Credit Suisse and any Covered Services Provider constitutes not more than 5% of
the total amount of revenues paid by the Fund to its independent registered
public accounting firm during the fiscal year in which the permissible non-audit
services are provided; (ii) the permissible non-audit services were not
recognized by the Fund at the time of the engagement to be non-audit services;
and (iii) such services are promptly brought to the attention of the Audit
Committee and approved by the Audit Committee (or its delegate(s)) prior to the
completion of the audit.
The aggregate fees billed by PwC for non-audit services rendered to CH
for the fiscal years ended December 31, 2004 and December 31, 2005 were
$14,482 and $11,010, respectively. The aggregate fees billed by PwC for
non-audit services rendered to IF for the fiscal years ended December 31,
2004 and December 31, 2005 were $11,982 and $11,010, respectively. The
aggregate fees billed by PwC for non-audit services rendered to LAQ for the
fiscal years ended December 31, 2004 and December 31, 2005 were $11,982 and
$11,010, respectively. The aggregate fees billed by PwC for non-audit
services rendered to ISL for the fiscal years ended September 30, 2004 and
September 30, 2005 were $37,982 and $35,910, respectively. These amounts
include fees for non-audit services required to be pre-approved by the Funds'
Audit Committees.
13
The aggregate fees billed by PwC for non-audit services that directly
relate to each of CH, LAQ and ISL that were rendered to Credit Suisse and any
Covered Service Provider for the fiscal years ended December 31, 2004
(September 30, 2004 in the case of ISL) and December 31, 2005 (September 30,
2005 in the case of ISL) were $0 and $394,000, respectively. The aggregate
fees billed by PwC for non-audit services that directly relate to IF that
were rendered to Credit Suisse and any Covered Service Provider for the
fiscal years ended December 31, 2004 and December 31, 2005 were $0 and
$2,444,000, respectively.
COMPENSATION
The following table shows certain compensation information for the
Directors of each Fund for the calendar year ended December 31, 2005. All
officers of the Funds are employees of and are compensated by Credit Suisse.
None of the Funds' executive officers or Directors who are also officers or
directors of Credit Suisse received any compensation from any Fund for such
period. None of the Funds has any bonus, profit sharing, pension or retirement
plans.
TOTAL COMPENSATION FROM FUND
AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO
NAME OF DIRECTOR FROM FUND DIRECTORS*
---------------- ------------------------------------------------- ----------
CH IF LAQ ISL
NON-INTERESTED NOMINEES FOR DIRECTOR:
Enrique R. Arzac $8,500 $9,000 $8,000 $9,000 $ 134,667
Lawrence J. Fox n/a $9,000 n/a n/a $ 53,000
Phillip Goldstein n/a n/a n/a $6,250 $ 13,417
Steven N. Rappaport $8,500 $5,625 $5,625 $9,000 $ 109,200
Martin M. Torino $5,625 n/a $8,000 n/a $ 26,292
NON-INTERESTED DIRECTORS:
James J. Cattano $8,500 n/a $8,000 $6,750 $ 36,917
Richard H. Francis n/a $8,500 n/a n/a $ 81,500
----------
* 47 funds comprise the Fund complex. See the "Directors" table for the
number of funds each Director serves.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR FOR THAT
FUND.
14
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
Based upon a review of filings made pursuant to Section 13 of the 1934 Act,
as of February 15, 2006: (i) to IF's knowledge no shareholder held 5% or more of
its Shares; and (ii) the following table shows certain information concerning
persons who may be deemed beneficial owners of 5% or more of the Shares of each
of CH, LAQ and ISL because they possessed or shared voting or investment power
with respect to CH's, LAQ's or ISL's Shares, as applicable:
PERCENT
NUMBER OF SHARES OF
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
---------------- ------------------ --------
CH
Administradora de Fondos de 2,374,199 23.41%
Pensiones de Provida, S.A.*
Avenida Pedro de Valdivia 100 Piso 9
Santiago, Chile
A.F.P. Habitat S.A.** 2,513,860 24.79%
Avenida Providencia 1909 Piso 9 -
Providencia
Santiago, Chile
LAQ
City of London*** 1,069,140 16.91%
10 Eastcheap
London EC3M 1LX
England
ISL
OTR Nominee Name for The State 243,500 5.72%
Teachers Retirement Board of
Ohio
275 East Broad Street
Columbus, Ohio 43215****
City of London*** 246,309 5.78%
10 Eastcheap
London EC3M 1LX
England
----------
* AS STATED IN SCHEDULE 13D FILED WITH THE SEC ON SEPTEMBER 9, 2003.
** AS STATED IN SCHEDULE 13D FILED WITH THE SEC ON MAY 19, 2004.
*** AS STATED IN SCHEDULE 13G FILED WITH THE SEC ON FEBRUARY 6, 2006.
**** AS STATED IN SCHEDULE 13G FILED WITH THE SEC ON FEBRUARY 14, 2005.
15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require
each Fund's officers and Directors, certain officers and directors of the
investment adviser, affiliated persons of the investment 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, each Fund believes that, for the
fiscal year ended December 31, 2005 (and September 30, 2005, in the case of
ISL), all filing requirements applicable to such persons were complied with.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 2007 annual meeting of
shareholders, the shareholder proposal must be received by that Fund no later
than November 1, 2006. 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
$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 a Fund's proxy materials.
Pursuant to the By-laws of each 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 relevant Fund. To be timely, any such notice must be
delivered to, or mailed (certified mail being recommended) to and received by,
the relevant Fund c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue,
16th Floor, New York, New York 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 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 to a Fund 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
16
proxies from other shareholders in support of such business and (vi) any
material interest of the shareholder in such business.
A Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2007 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, a 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 a Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS 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 Meetings, other than
the matters set forth in this Joint 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 relevant Fund.
17
THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE INDONESIA FUND, INC.
APRIL 20, 2006
SKU#JOINT QT-Proxy-0406
PROXY
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 J. Kevin Gao and Karen Regan, 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 April 20, 2005 at 3:00 p.m., Eastern time, at the offices of the
Fund, 466 Lexington Avenue, 16th Floor, New York, New York 10017, and any
adjournments thereof.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
_____________________________SEE REVERSE SIDE_____________________________
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[x] Please mark votes as in this example.
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 as recommended by the Board of Directors in favor of the Board's
nominees for Director named below.
The Board of Directors of the Fund unanimously recommends a vote "FOR" the
nominees named below.
1. Election of the following nominees as Director:
Nominees: (01) Enrique R. Arzac (three-year term)
(02) Laurence Haber (three-year term)
(03) Lawrence J. Fox (one-year term)
(04) Martin M. Torino (one-year term)
FOR the nominees listed [ ] WITHHOLD AUTHORITY to vote for any
above (except as marked to individual nominee, strike a line through such
the contrary above) [ ] individual's name above
(INSTRUCTION: To withhold authority for any individual nominee, strike a
line through such individual's name above.)
MARK HERE FOR ADDRESS CHANGES 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
------------------------------ ------------------------------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS,
CONTINUATIONS OR RESCHEDULINGS THEREOF.