SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
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THE BRAZIL FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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(5) Total fee paid:
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sen
[DEUTSCHE ASSET MANAGEMENT COMPANY LOGO]
PRESS RELEASE
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FOR IMMEDIATE RELEASE
FOR ADDITIONAL INFORMATION:
ROSALIA SCAMPOLI 212.250.5536, MEDIA
JONATHAN DIORIO 212.454.2208, INVESTORS
THE BRAZIL FUND, INC. ANNOUNCES ADJOURNMENT OF SPECIAL
MEETING FOR ADDITIONAL SOLICITATION
NEW YORK, NY, FEBRUARY 10, 2006 -- THE BRAZIL FUND, INC. (NYSE: BZF) today
announced that its special meeting of stockholders, which was reconvened today,
has been adjourned to February 17, 2006 in order to allow more time for
stockholders to submit proxies with respect to the special meeting proposal to
convert the Fund to an open-end investment company. According to a preliminary
count by the Fund's proxy solicitor, holders of over 65% of the Fund's
outstanding shares submitted proxies in favor of converting the Fund to an
open-end investment company. However, all proxies may be revoked or superseded
until they have been exercised at the reconvened special meeting. In order to
pass, the proposal requires the affirmative vote of at least 75% of the Fund's
outstanding shares.
The reconvened special meeting of stockholders of the Fund will be held at 10:00
a.m. on February 17, 2006 at the offices of Deutsche Asset Management, 345 Park
Avenue, New York, New York 10154 for the sole purpose of considering the
open-ending proposal. There will be no change of the record date and holders of
record of the Fund's Common Stock at the close of business on October 21, 2005
remain entitled to vote at the annual meeting of stockholders of the Fund. Under
Maryland law, a meeting of stockholders may not be adjourned to a date more than
120 days after the original record date. Accordingly, the meeting will not be
adjourned beyond February 17, 2006.
As previously announced in a press release dated February 9, 2006, the Brazilian
Securities Commission (CVM) has issued two deliberations amending regulations
under Brazil's Annex III to Resolution 1289/87 (Annex III) to enable the Fund to
convert into and to operate as an open-end investment company. Based on the
CVM's deliberations and the advice of the Fund's Brazilian counsel, the Fund
believes it has now obtained all Brazilian approvals required to convert the
Fund and allow it to operate as an open-end fund.
Subject to receipt of stockholder approval for open-ending, the Fund expects to
have all steps completed for open-ending and redemption of shares within four
weeks of the stockholders' meeting. Stockholders will be able to redeem their
shares at net asset value, less a redemption fee of 2% of the net asset value
applicable to shares outstanding on the conversion date that are redeemed during
the first six months after
the conversion. The redemption fee will be paid entirely to the Fund. Upon the
conversion, the Fund's shares will be delisted from the New York Stock Exchange.
The Brazil Fund, Inc. is a non-diversified, closed-end investment company. The
Fund seeks long-term capital appreciation through investing primarily in equity
securities of Brazilian issuers. Its shares are listed on the New York Stock
Exchange under the symbol "BZF".
# # #
There can be no assurance that any action proposed or adopted by the Board will
reduce or eliminate the discount at which the Fund's shares trade. Investments
in funds involve risks. Additional risks are associated with international
investing, such as government regulations and differences in liquidity, which
may increase the volatility of your investment.
Investments in funds involve risks. Additional risks are associated with
international investing, such as government regulations and differences in
liquidity which may increase the volatility of your investment. Foreign security
markets generally exhibit greater price volatility and are less liquid than the
US market. Additionally, this fund focuses its investments in certain
geographical regions, thereby increasing its vulnerability to developments in
that region and potentially subjecting the fund's shares to greater price
volatility.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one time public offering and once issued, shares of closed-end funds are sold
in the open market through a stock exchange. Shares of closed-end funds
frequently trade at a discount to net asset value. The price of the fund's
shares is determined by a number of factors, several of which are beyond the
control of the fund. Therefore, the fund cannot predict whether its shares will
trade at, below or above net asset value.
This announcement is not an offer to purchase or the solicitation of an offer to
sell shares of the Fund or a prospectus, circular or representation intended for
use in the purchase or sale of Fund shares. Fund shares are not FDIC-insured and
are not deposits or other obligations of, or guaranteed by, any bank. Fund
shares involve investment risk, including possible loss of principal.
NOT FDIC/NCUA INSURED MAY LOSE VALUE NO BANK GUARANTEE
NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
SCUDDER INVESTMENTS IS PART OF DEUTSCHE ASSET MANAGEMENT WHICH IS THE MARKETING
NAME IN THE US FOR THE ASSET MANAGEMENT ACTIVITIES OF DEUTSCHE BANK AG, DEUTSCHE
BANK TRUST COMPANY AMERICAS, DEUTSCHE ASSET MANAGEMENT INC., DEUTSCHE ASSET
MANAGEMENT INVESTMENT SERVICES LTD., DEUTSCHE INVESTMENT MANAGEMENT AMERICAS
INC. AND SCUDDER TRUST COMPANY. (2/06 42028)