UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File No. 811-05770
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THE CHILE FUND, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue, New York, New York 10017-3140
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(Address of Principal Executive Offices) (Zip Code)
J. Kevin Gao, Esq.
The Chile Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3140
Registrant's telephone number, including area code: (212) 875-3500
Date of fiscal year end: December 31st
Date of reporting period: January 1, 2005 to December 31, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
THE CHILE FUND, INC.
ANNUAL REPORT
DECEMBER 31, 2005
[CH LISTED NYSE(R) LOGO]
CH-AR-1205
CONTENTS
Letter to Shareholders 1
Portfolio Summary 4
Schedule of Investments 5
Statement of Assets and Liabilities 7
Statement of Operations 8
Statement of Changes in Net Assets 9
Financial Highlights 10
Notes to Financial Statements 12
Report of Independent Registered Public Accounting Firm 17
Results of Annual Meeting of Shareholders 18
Tax Information 19
Description of InvestLink(SM) Program 20
Information Concerning Directors and Officers 23
Annual Certifications 26
Advisory Agreement Approval Disclosure 27
Proxy Voting and Portfolio Holdings Information 31
LETTER TO SHAREHOLDERS
February 1, 2006
DEAR SHAREHOLDER:
For the year ended December 31, 2005, the net asset value (NAV) of The Chile
Fund, Inc. (the "Fund") increased by 12.91%, vs. an increase of 20.90% for the
Morgan Stanley Capital International Chile Index.(1) These figures are after
adjusting for two dividend payments, which in the period had a unusually large
impact on the NAV. On September 16, 2005, the Fund paid a dividend of US$1.26
per share to shareholders, and on January 6, 2006, the Fund paid a dividend of
US$3.08 per share. This dividend went ex-dividend on December 19, 2005. This
means that over the course of 2005, the Fund paid dividends totaling
approximately 28% of the total size of the Fund at the start of the period.
The market price of the Fund's shares rose 26.16% during the year, closing at
US$17.65. As a result, the Fund's shares went from a 10.8% discount to NAV to a
24.6% premium to NAV.
THE CHILEAN ECONOMY CONTINUES TO PERFORM WELL
The Chilean economy continues to go from strength to strength in many respects,
even after many years of impressive performance. 2005 was no exception. Economic
activity surprised to the upside throughout the year, driven not just by the
strength of commodity prices, but more importantly by domestic demand. We
believe that economic growth will probably finish the year in excess of 6%.
Unemployment fell to 6.9%, the lowest level since 1997. Retail sales were
robust, as was credit growth. Foreign trade was strong, boosted by the price of
copper, which reached all time highs. The country's trade surplus was US$9.24
billion at the end of the year, above the US$9.02 billion surplus in 2004.
Behind this number is impressive growth not only in exports but also imports.
The government continued to run a tight ship fiscally, running a budget surplus
equivalent to 4.8% of GDP.
The only cause for mild concern in our mind has been inflation, which began to
pick up in late 2004. Chile's Central Bank started a tightening cycle in
September 2004, and has raised interest rates very gradually since then from a
low of 1.75% to 4.25% as of December 31, 2005. Headline inflation has fallen to
4.0%, at the top of its target range, although core inflation remains subdued.
The Central Bank continues to describe monetary conditions as expansive, so we
expect that the tightening cycle is not over, even though we do not expect
significant further increases.
The currency has been buoyed by strong trade flows. The Chilean Peso finished
the year at Ch$512 to the US Dollar, 7.8% stronger in nominal terms than the
rate at the end of 2004. A significant portion of the Fund's returns in 2005,
therefore, came from currency appreciation.
We start 2006 with a new Government in power. Michelle Bachelet, a Socialist
representing the ruling CONCERTACION coalition of Centrist and Left wing
parties, won a fourth consecutive election victory for the CONCERTACION on
January 15, 2006. Market consensus is that the new government represents
continuity with an outgoing administration which was highly regarded, both
internally and externally. We are more cautious and believe that we might see
the new President pushing a more aggressive Socialist agenda. We are
particularly concerned about plans to reform the Pension Fund system in Chile.
We were encouraged however by her choice of Cabinet, in particular by the choice
of the well known Harvard economist, Andres Velasco, as the new Minister of
Finance.
1
EQUITY MARKET CONDITIONS SUPPORTIVE
The global environment was broadly favorable for emerging markets. Ample
liquidity conditions as a result of low global interest rates, robust global
growth and high investor appetite for higher-return and higher-risk assets drove
outperformance versus developed markets for the year as a whole, notwithstanding
a mid-period downturn. Ironically, this meant that, in a regional context, Chile
underperformed the higher beta markets such as Brazil and Argentina.
Unlike other stock markets in Latin America, the size of Chile's domestic
capital markets means that the equity market is relatively indifferent to
foreign portfolio flows. Foreign investor interest in Chile is modest. 2005 was
an unusual year in that, for the first time in many years, the main driver was
domestic retail flows rather than flows from the pension fund administrators,
who for much of the year were bumping up against their statutory maximums for
exposure to equities. This led to excellent liquidity conditions for most of the
year, as well as a continuation of equity capital markets activity. This changed
in the third quarter of the year, when an increase in the rate of CPI inflation
was the trigger for outflows from the mutual fund system. This led to a
relatively weak fourth quarter.
PORTFOLIO
In terms of the portfolio, this was a difficult market environment for the Fund
in relative terms. This was a year when, on balance, the most liquid companies
with the largest market capitalization outperformed less liquid companies. The
diversification requirements imposed on the Fund by the United States Internal
Revenue Code limit the Fund's overall exposure to the companies with the largest
market capitalization and force us to be underweight companies with the largest
representation in the benchmark indices. This has hurt returns.
Sector allocation was marginally positive to relative performance. Our
overweight in Consumer Discretionary and our underweight in Industrials and
Telecommunications Services paid off. On the negative side, our overweight in
Consumer Staples and underweight in Utilities detracted from returns.
At the stock level, our positions in Comercial Siglo XXI (2.4% of the Fund as of
December 31, 2005), which owns a department store (La Polar), Empresa Nacional
de Electricidad (17.5%) and non-benchmark Laboratorios Andromaco (0.5%)
contributed strongly. Our underweight in Lan Airlines (1.4%) and Madeco also
contributed. On the negative side our overweight in Compania Cervecerias Unidas
(4.5%) and our underweight in Enersis (4.3%) hurt returns.
OUTLOOK
Looking ahead, our views on Chile and its stock market remains generally
positive. The economy made significant progress in 2005, and we think it has the
potential to generate similar growth in 2006, driven primarily by continuing
strong domestic consumption.
The risks we believe are mostly external: in particular, commodity prices which
have already remained stronger for longer than many had predicted, will be key.
As an export driven economy, Chile is sensitive to global growth and as a
Pacific-facing country, trade with Asia and the emerging China also remains
important.
The main internal risk is political, we believe. The market is likely to be
sensitive to any signs of directional change from the new Government and, in
particular, any reforms that might threaten the stability of domestic capital
markets.
Ironically, equity valuations, which in the case of Chile have seldom been
placed on the positive side of the ledger, are now looking quite attractive. For
the first time in many years, Chilean equities, based on certain measures and
within
2
certain sectors, are looking cheaper than comparable companies in Mexico. We
expect foreign investment flows to be more of a factor in 2006 than they were in
2005.
For our part, we will continue to look for reasonably valued companies we think
can deliver consistent earnings growth. We believe that in 2006, companies that
trade at cheaper valuations are likely to be more highly prized than they were
in 2005. From a sector perspective, we continue to be overweight in consumer
areas such as beverages and specific retail stocks, as we think the consumer
could be a key driver of Chile's economy over the next several years.
Respectfully,
/s/ Matthew J.K. Hickman /s/ Steven B. Plump
Matthew J.K. Hickman* Steven B. Plump
Chief Investment Officer Chief Executive Officer and President**
INTERNATIONAL INVESTING ENTAILS SPECIAL RISK CONSIDERATIONS, INCLUDING CURRENCY
FLUCTUATIONS, LOWER LIQUIDITY, ECONOMIC AND POLITICAL RISKS, AND DIFFERENCES IN
ACCOUNTING METHODS. THERE ARE ALSO RISKS ASSOCIATED WITH INVESTING IN CHILE,
INCLUDING THE RISK OF INVESTING IN A SINGLE-COUNTRY FUND.
IN ADDITION TO HISTORICAL INFORMATION, THIS REPORT CONTAINS FORWARD-LOOKING
STATEMENTS, WHICH MAY CONCERN, AMONG OTHER THINGS, DOMESTIC AND FOREIGN MARKET,
INDUSTRY AND ECONOMIC TRENDS AND DEVELOPMENTS AND GOVERNMENT REGULATION AND
THEIR POTENTIAL IMPACT ON THE FUND'S INVESTMENT PORTFOLIO. THESE STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES AND ACTUAL TRENDS, DEVELOPMENTS AND
REGULATIONS IN THE FUTURE AND THEIR IMPACT ON THE FUND COULD BE MATERIALLY
DIFFERENT FROM THOSE PROJECTED, ANTICIPATED OR IMPLIED. THE FUND HAS NO
OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS.
----------
(1) The Morgan Stanley Capital International Chile Index is an unmanaged index
(with no defined investment objective) of Chilean equities that includes
reinvestment of dividends (net of taxes), and is the exclusive property of
Morgan Stanley Capital International Inc. Investors cannot invest directly in an
index.
* Matthew J.K. Hickman, Director, is a portfolio manager specializing in Latin
American equities and is primarily responsible for management of the Fund's
assets. He joined in 2003 from Compass Group Investment Advisors, where he was
general manager of the private wealth management division based in Santiago,
Chile. Previously, he was a financial advisor in Credit Suisse First Boston's
Private Client Services channel; an equity analyst focusing on Latin American
telecommunications companies and several Latin American country markets at ABN
AMRO, Lehman Brothers, Bear, Stearns and James Capel; and an equity analyst and
member of the management team for the Five Arrows Chile Fund at Rothschild Asset
Management. Mr. Hickman holds a BA in modern languages from Cambridge University
and a diploma in corporate finance from London Business School. He is fluent in
Spanish, Portuguese and French. He is also the Chief Investment Officer of The
Latin American Equity Fund, Inc.
** Steven B. Plump is a Managing Director of Credit Suisse Asset Management, LLC
("Credit Suisse") and CEO/President of the Fund. He joined Warburg Pincus Asset
Management ("WPAM") in 1995 and came to Credit Suisse in 1999 when it acquired
WPAM.
3
THE CHILE FUND, INC.
PORTFOLIO SUMMARY - AS OF DECEMBER 31, 2005 (UNAUDITED)
[CHART]
SECTOR ALLOCATION
AS A PERCENT OF NET ASSETS DECEMBER 31, 2005 DECEMBER 31, 2004
Banking 6.73% 5.49%
Chemicals-Diversified 3.99% 4.35%
Diversified Operations 14.47% 16.86%
Electric-Integrated 22.58% 18.24%
Food & Beverages 15.38% 16.48%
Food-Retail 6.42% 4.98%
Infrastructure 2.60% 1.91%
Paper & Related Products 13.30% 11.78%
Retail-Diversified 2.36% 0.00%
Retail-Major Department Stores 4.47% 3.36%
Shipping 0.00% 4.60%
Steel 2.29% 0.00%
Telephone-Integrated 3.97% 8.44%
Other 1.44% 3.31%
TOP 10 HOLDINGS, BY ISSUER
PERCENT OF
HOLDING SECTOR NET ASSETS
----------------------------------------------------------------------------------------------
1. Empresa Nacional de Electricidad S.A. Electric-Integrated 17.5
2. Empresas Copec S.A. Diversified Operations 14.5
3. Empresas CMPC S.A. Paper & Related Products 13.3
4. Banco Santander Chile S.A. Banking 6.3
5. Vina Concha y Toro S.A. Food & Beverages 5.2
6. Cencosud S.A. Food-Retail 4.9
7. S.A.C.I. Falabella, S.A. Retail-Major Department Stores 4.5
8. Compania Cervecerias Unidas S.A. Food & Beverages 4.5
9. Enersis S.A. Electric-Integrated 4.3
10. Embotelladora Andina S.A. Food & Beverages 3.7
4
THE CHILE FUND, INC.
SCHEDULE OF INVESTMENTS - DECEMBER 31, 2005
NO. OF
DESCRIPTION SHARES VALUE
-------------------------------------------------------------------------------
EQUITY OR EQUITY-LINKED SECURITIES-102.30%
AIRLINES-1.42%
Lan Airlines S.A. 275,270 $ 2,032,068
------------
BANKING-6.73%
Banco de Credito e Inversiones 23,829 597,016
Banco Santander Chile S.A. 215,100,000 9,073,645
------------
9,670,661
------------
CEMENT-0.62%
Cementos Bio-Bio S.A. 375,629 893,499
------------
CERAMIC PRODUCTS-0.53%
Ceramicas Cordillera S.A. 67,165 760,779
------------
CHEMICALS-DIVERSIFIED-3.99%
Enaex S.A. 110,000 526,316
Sociedad Quimica y Minera de
Chile S.A., Class B 258,000 2,846,792
Sociedad Quimica y Minera de
Chile S.A., Class B, ADR 21,600 2,358,720
------------
5,731,828
------------
CONTAINERS-METAL/GLASS-0.07%
Cristalerias de Chile S.A. 9,787 98,436
------------
COSMETICS & TOILETRIES-0.50%
Laboratorios Andromaco S.A. 4,049,928 723,696
------------
DIVERSIFIED OPERATIONS-14.47%
Empresas Copec S.A. 2,405,000 20,783,371
------------
ELECTRIC-INTEGRATED-22.58%
Colbun S.A. 8,499,997 1,203,495
Empresa Nacional de
Electricidad S.A. 23,510,000 23,829,099
Empresa Nacional de
Electricidad S.A., ADR 41,900 1,282,978
Enersis S.A. 19,588,000 4,284,457
Enersis S.A., ADR 165,600 1,819,944
------------
32,419,973
------------
FOOD & BEVERAGES-15.38%
Coca-Cola Embonor S.A. ,
Class A+ 3,118,592 $ 2,253,450
Compania Cervecerias
Unidas S.A. 1,111,237 5,642,449
Compania Cervecerias
Unidas S.A., ADR 30,500 769,210
Embotelladora
Andina S.A., PNA 1,370,000 3,076,848
Embotelladora
Andina S.A., PNB 850,000 2,025,193
Embotelladora Andina S.A.,
Series B, ADR 11,900 165,886
Vina Concha y
Toro S.A. 5,100,000 7,509,415
Vina San Pedro S.A. 65,000,000 647,398
------------
22,089,849
------------
FOOD-RETAIL-6.42%
Cencosud S.A. 2,665,000 5,282,638
Cencosud S.A., ADR++ 60,300 1,792,924
Distribucion y
Servicio D&S S.A. 6,450,000 2,141,392
------------
9,216,954
------------
FORESTRY-0.00%
Masisa S.A., Second Rights Issue 14,400 23
------------
INFRASTRUCTURE-2.60%
Infraestructura 2000*+ 19,568,922 3,732,146
------------
MINING-0.40%
Meridian Gold Inc.+ 26,300 575,181
------------
PAPER & RELATED PRODUCTS-13.30%
Empresas CMPC S.A. 770,000 19,097,744
------------
RETAIL-DIVERSIFIED-2.36%
Comercial Siglo XXI S.A. 1,241,727 3,395,016
------------
RETAIL-MAJOR DEPARTMENT STORES-4.47%
S.A.C.I. Falabella, S.A. 2,330,000 6,415,975
------------
See accompanying notes to financial statements.
5
NO. OF
DESCRIPTION SHARES VALUE
-------------------------------------------------------------------------------
STEEL-2.29%
CAP S.A. 250,000 $ 3,290,694
-------------
TELEPHONE-INTEGRATED-3.97%
Compania de Telecomunicaciones
de Chile S.A., Class A 1,840,000 4,024,607
Compania de Telecomunicaciones
de Chile S.A., Class A, ADR 34,300 301,840
Empresa Nacional de
Telecomunicaciones S.A. 138,965 1,370,517
-------------
5,696,964
-------------
TEXTILES-0.04%
Zalaquett S.A. 1,496,767 49,693
-------------
WATER-0.16%
Inversiones Aguas
Metropolitanas S.A. 280,000 235,133
-------------
TOTAL EQUITY OR
EQUITY-LINKED SECURITIES
(Cost $86,902,785) 146,909,683
-------------
SHORT-TERM INVESTMENTS-17.17%
CHILEAN MUTUAL FUNDS-2.23%
Fondo Mutuo Cruz Moneda
Liquidez (A) 697,701 1,464,701
Fondo Mutuo Security Check 304,286 1,734,206
-------------
TOTAL CHILEAN MUTUAL FUNDS
(Cost $3,198,907) 3,198,907
-------------
GRAND CAYMAN-14.94%
Wells Fargo Bank N.A.,
overnight deposit, 3.05%,
1/03/06** (Cost $21,454,000) $ 21,454 $ 21,454,000
-------------
TOTAL SHORT-TERM INVESTMENTS
(Cost $24,652,907) 24,652,907
-------------
TOTAL INVESTMENTS-119.47%
(Cost $111,555,692) (Notes B, E, G) 171,562,590
-------------
LIABILITIES IN EXCESS OF CASH AND
OTHER ASSETS-(19.47)% (27,959,749)
-------------
NET ASSETS-100.00% $ 143,602,841
=============
----------
+ Non-income producing security.
++ SEC Rule 144A security. Such securities are traded only among "qualified
institutional buyers."
* Not readily marketable security; security is valued at fair value as
determined in good faith by, or under the direction of, the Board of
Directors under procedures established by the Board of Directors (see Note
B).
** Variable rate account. Rate resets on a daily basis; amounts are available
on the same business day.
ADR American Depository Receipts.
PNA Preferred Shares, Series A.
PNB Preferred Shares, Series B.
See accompanying notes to financial statements.
6
THE CHILE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES - DECEMBER 31, 2005
ASSETS
Investments, at value (Cost $111,555,692) (Notes B,E,G) $ 171,562,590
Cash (including $1,265,032 of foreign currencies with a cost
of $1,248,983) 1,265,831
Receivables:
Investments sold 2,830,778
Dividends 33,863
Prepaid expenses 1,799
-------------
Total Assets 175,694,861
-------------
LIABILITIES
Payables:
Dividends and distributions (Note B) 31,230,972
Investment advisory fees (Note C) 478,090
Administration fees (Note C) 66,295
Other accrued fees 139,649
Chilean taxes (Note B) 177,014
-------------
Total Liabilities 32,092,020
-------------
NET ASSETS (applicable to 10,139,926 shares of common stock
outstanding) (Note D) $ 143,602,841
=============
NET ASSETS CONSIST OF
Capital stock, $0.001 par value; 10,139,926 shares issued
and outstanding (100,000,000 shares authorized) $ 10,140
Paid-in capital 81,037,892
Undistributed net investment income 290,609
Accumulated net realized gain on investments and foreign
currency related transactions 2,340,545
Net unrealized appreciation in value of investments and
translation of other assets and liabilities denominated
in foreign currencies 59,923,655
-------------
Net assets applicable to shares outstanding $ 143,602,841
=============
NET ASSET VALUE PER SHARE ($143,602,841 DIVIDED BY 10,139,926) $ 14.16
=============
MARKET PRICE PER SHARE $ 17.65
=============
See accompanying notes to financial statements.
7
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 2005
INVESTMENT INCOME
Income (Note B):
Dividends $ 4,282,075
Interest 23,143
Less: Foreign taxes withheld (36,222)
------------
Total Investment Income 4,268,996
------------
Expenses:
Investment advisory fees (Note C) 1,804,533
Custodian fees 337,503
Administration fees (Note C) 211,697
Audit and tax fees 89,098
Accounting fees 55,002
Legal fees 48,098
Directors' fees 37,372
Printing (Note C) 32,991
NYSE listing fees 23,751
Shareholder servicing fees 20,295
Insurance 5,730
Miscellaneous 9,142
Chilean taxes (Note B) 425,159
------------
Total Expenses 3,100,371
------------
Net Investment Income 1,168,625
------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND
FOREIGN CURRENCY RELATED TRANSACTIONS
Net realized gain/(loss) from:
Investments 33,944,100
Foreign currency related transactions (389,124)
Net change in unrealized appreciation in value of investments
and translation of other assets and liabilities denominated
in foreign currencies (includes $110,020 of Chilean repatriation
taxes on unrealized gains) (Note B) (6,096,437)
------------
Net realized and unrealized gain on investments and foreign
currency related transactions 27,458,539
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 28,627,164
============
See accompanying notes to financial statements.
8
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2005 2004
--------------- ---------------
INCREASE/(DECREASE) IN NET ASSETS
Operations:
Net investment income $ 1,168,625 $ 1,650,072
Net realized gain on investments and foreign currency
related transactions 33,554,976 30,884,588
Net change in unrealized appreciation in value of
investments and translation of other assets and liabilities
denominated in foreign currencies (6,096,437) 2,220,880
--------------- ---------------
Net increase in net assets resulting from operations 28,627,164 34,755,540
--------------- ---------------
Dividends and distributions to shareholders:
Net investment income (746,465) (2,027,985)
Net realized gain on investments (43,260,814) (20,584,050)
--------------- ---------------
Total dividends and distributions to shareholders (44,007,279) (22,612,035)
--------------- ---------------
Total increase/(decrease) in net assets (15,380,115) 12,143,505
--------------- ---------------
NET ASSETS
Beginning of year 158,982,956 146,839,451
--------------- ---------------
End of year* $ 143,602,841 $ 158,982,956
=============== ===============
----------
* Includes undistributed net investment income of $290,609 and $239,469,
respectively.
See accompanying notes to financial statements.
9
THE CHILE FUND, INC.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of common
stock outstanding, total investment return, ratios to average net assets and
other supplemental data for each year indicated. This information has been
derived from information provided in the financial statements and market price
data for the Fund's shares.
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------
2005 2004 2003 2002
------------ ------------ ------------ ------------
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 15.68 $ 14.48 $ 8.39 $ 9.93
------------ ------------ ------------ ------------
Net investment income/(loss) 0.11 0.16 0.07 0.09*
Net realized and unrealized gain/(loss) on
investments and foreign currency
related transactions 2.71 3.27 6.47 (1.70)
------------ ------------ ------------ ------------
Net increase/(decrease) in net assets resulting
from operations 2.82 3.43 6.54 (1.61)
------------ ------------ ------------ ------------
Dividends and distributions to shareholders:
Net investment income (0.07) (0.47) (0.08) (0.09)
Net realized gain on investments and
foreign currency related transactions (4.27) (1.76) (0.37) --
In excess of net investment income -- -- -- --
------------ ------------ ------------ ------------
Total dividends and distributions to shareholders (4.34) (2.23) (0.45) (0.09)
------------ ------------ ------------ ------------
Anti-dilutive impact due to capital shares tendered
or repurchased -- -- -- 0.16
------------ ------------ ------------ ------------
Net asset value, end of year $ 14.16 $ 15.68 $ 14.48 $ 8.39
============ ============ ============ ============
Market value, end of year $ 17.65 $ 13.99 $ 14.10 $ 7.25
============ ============ ============ ============
Total investment return (a) 57.74% 14.93% 100.72% (12.93)%
============ ============ ============ ============
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $ 143,603 $ 158,983 $ 146,839 $ 85,082
Ratio of expenses to average net assets (b) 1.82% 1.85% 1.74% 1.11%
Ratio of expenses to average net assets,
excluding taxes 1.57% 1.62% 1.74% 2.01%
Ratio of net investment income/(loss) to
average net assets 0.69% 1.12% 0.65% 1.28%(c)
Portfolio turnover rate 37.48% 35.54% 31.94% 31.94%
----------
* Based on actual shares outstanding on February 4, 2002 (prior to the tender
offer) and December 31, 2002.
+ Based on average shares outstanding.
++ Includes a $0.08 per share decrease to the Fund's net asset value per share
resulting from the dilutive impact of shares issued pursuant to the Fund's
automatic Dividend Reinvestment Plan.
(a) Total investment return at market value is based on the changes in market
price of a share during the year and assumes reinvestment of dividends and
distributions, if any, at actual prices pursuant to the Fund's dividend
reinvestment program.
(b) Ratios include the effect of Chilean taxes.
(c) Ratio includes the effect of a reversal of Chilean tax accrual; excluding
the reversal, the ratio would have been 0.18%.
See accompanying notes to financial statements.
10
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------
2001 2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- ----------- -----------
PER SHARE OPERATING PERFORMANCE
Net asset value,
beginning of year $ 11.43 $ 15.22 $ 12.59 $ 21.61 $ 22.59 $ 26.45
----------- ----------- ----------- ----------- ----------- -----------
Net investment
income/(loss) 0.21 (0.06)+ 0.09 0.38 0.10 0.47
Net realized and unrealized
gain/(loss) on investments
and foreign currency
related transactions (0.70) (3.36) 3.19 (6.88)++ 2.32 (3.44)
----------- ----------- ----------- ----------- ----------- -----------
Net increase/(decrease) in
net assets resulting from
operations (0.49) (3.42) 3.28 (6.50) 2.42 (2.97)
----------- ----------- ----------- ----------- ----------- -----------
Dividends and distributions to
shareholders:
Net investment income (0.15) (0.01) (0.07) (0.32) -- (0.47)
Net realized gain on investments and
foreign currency related transactions (0.86) (0.58) (0.58) (2.20) (3.40) (0.26)
In excess of net investment income -- -- -- -- -- (0.16)
----------- ----------- ----------- ----------- ----------- -----------
Total dividends and distributions to
shareholders (1.01) (0.59) (0.65) (2.52) (3.40) (0.89)
----------- ----------- ----------- ----------- ----------- -----------
Anti-dilutive impact due
to capital shares tendered
or repurchased -- 0.22 -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, end
of year $ 9.93 $ 11.43 $ 15.22 $ 12.59 $ 21.61 $ 22.59
=========== =========== =========== =========== =========== ===========
Market value, end of
year $ 8.43 $ 8.438 $ 11.250 $ 9.063 $ 17.813 $ 20.875
=========== =========== =========== =========== =========== ===========
Total investment
return (a) 13.18% (20.04)% 31.45% (33.00)% 3.56% (16.43)%
=========== =========== =========== =========== =========== ===========
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (000 omitted) $ 134,289 $ 154,473 $ 218,027 $ 180,357 $ 303,944 $ 317,012
Ratio of expenses
to average net assets (b) 2.71% 2.98% 2.16% -- 3.34% 1.96%
Ratio of expenses
to average net
assets, excluding taxes 1.54% 1.73% 1.64% 1.62% 1.50% 1.48%
Ratio of net
investment income/(loss) to
average net assets 1.91% (0.45) 0.61% 2.29% 0.38% 1.79%
Portfolio turnover
rate 29.81% 24.25% 12.01% 5.39% 35.59% 4.82%
11
THE CHILE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A. ORGANIZATION
The Chile Fund, Inc. (the "Fund") was incorporated in Maryland on January 30,
1989 and commenced investment operations on September 27, 1989. The Fund is
registered under the Investment Company Act of 1940, as amended, as a
closed-end, non-diversified management investment company.
NOTE B. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
("GAAP") requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
SECURITY VALUATION: The net asset value of the Fund is determined daily as of
the close of regular trading on the New York Stock Exchange, Inc. (the
"Exchange") on each day the Exchange is open for business. The Fund's equity
investments are valued at market value, which is generally determined using the
closing price on the exchange or market on which the security is primarily
traded at the time of valuation (the "Valuation Time"). If no sales are
reported, equity investments are generally valued at the most recent bid
quotation as of the Valuation Time or at the lowest ask quotation in the case of
a short sale of securities. Debt securities with a remaining maturity greater
than 60 days are valued in accordance with the price supplied by a pricing
service, which may use a matrix, formula or other objective method that takes
into consideration market indices, yield curves and other specific adjustments.
Debt obligations that will mature in 60 days or less are valued on the basis of
amortized cost, which approximates market value, unless it is determined that
this method would not represent fair value. Investments in mutual funds are
valued at the mutual fund's closing net asset value per share on the day of
valuation.
Securities and other assets for which market quotations are not readily
available, or whose values have been materially affected by events occurring
before the Fund's Valuation Time, but after the close of the securities' primary
market, are valued at fair value as determined in good faith by, or under the
direction of, the Board of Directors under procedures established by the Board
of Directors. The Fund may utilize a service provided by an independent third
party which has been approved by the Board of Directors to fair value certain
securities. At December 31, 2005, the Fund held 2.60% of its net assets in a
security valued at fair value as determined in good faith under procedures
established by the Board of Directors with an aggregate cost of $4,296,118 and
fair value of $3,732,146. The Fund's estimate of fair value assumes a willing
buyer and a willing seller neither acting under a compulsion to buy or sell.
Although this security may be resold in privately negotiated transactions, the
prices realized on such sales could differ from the price originally paid by the
Fund or the current carrying value, and the difference could be material.
SHORT-TERM INVESTMENT: The Fund sweeps available cash into a short-term time
deposit available through Brown Brothers Harriman & Co., the Fund's custodian.
The short-term time deposit is a variable rate account classified as a
short-term investment.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME: Investment transactions are
accounted for on a trade date basis. The cost of investments sold is determined
by use of the specific identification method for both financial reporting and
U.S. income tax purposes. Interest income is accrued as earned; dividend income
is recorded on the ex-dividend date.
TAXES: No provision is made for U.S. income or excise taxes as it is the Fund's
intention to continue to qualify
12
as a regulated investment company and to make the requisite distributions to its
shareholders sufficient to relieve it from all or substantially all U.S. income
and excise taxes.
The Fund accrues foreign taxes on realized gains and repatriation taxes in an
amount equal to what the Fund would owe if the securities were sold and the
proceeds repatriated on the valuation date as a liability and reduction of
realized/unrealized gains. Taxes on foreign income are recorded when the related
income is recorded. For the year ended December 31, 2005, the Fund incurred
$425,159 of such expense.
FOREIGN CURRENCY TRANSLATIONS: The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:
(I) market value of investment securities, assets and liabilities at the
valuation date rate of exchange; and
(II) purchases and sales of investment securities, income and expenses at
the relevant rates of exchange prevailing on the respective dates of
such transactions.
The Fund does not isolate that portion of gains and losses on investments in
equity securities which is due to changes in the foreign exchange rates from
that which is due to changes in market prices of equity securities. Accordingly,
realized and unrealized foreign currency gains and losses with respect to such
securities are included in the reported net realized and unrealized gains and
losses on investment transactions balances.
The Fund reports certain foreign currency related transactions and foreign taxes
withheld on security transactions as components of realized gains for financial
reporting purposes, whereas such foreign currency related transactions are
treated as ordinary income for U.S. income tax purposes.
Net unrealized currency gains or losses from valuing foreign currency
denominated assets and liabilities at period end exchange rates are reflected as
a component of net unrealized appreciation/depreciation in value of investments,
and translation of other assets and liabilities denominated in foreign
currencies.
Net realized foreign exchange gains or losses represent foreign exchange gains
and losses from transactions in foreign currencies and forward foreign currency
contracts, exchange gains or losses realized between the trade date and
settlement date on security transactions, and the difference between the amounts
of interest and dividends recorded on the Fund's books and the U.S. dollar
equivalent of the amounts actually received.
DISTRIBUTIONS OF INCOME AND GAINS: The Fund distributes at least annually to
shareholders substantially all of its net investment income and net realized
short-term capital gains, if any. The Fund determines annually whether to
distribute any net realized long-term capital gains in excess of net realized
short-term capital losses, including capital loss carryovers, if any. An
additional distribution may be made to the extent necessary to avoid the payment
of a 4% U.S. federal excise tax. Dividends and distributions to shareholders are
recorded by the Fund on the ex-dividend date.
The character of distributions made during the year from net investment income
or net realized gains may differ from their ultimate characterization for U.S.
income tax purposes due to U.S. generally accepted accounting principles/tax
differences in the character of income and expense recognition.
OTHER: The Fund invests in securities of foreign countries and governments which
involve certain risks in addition to those inherent in domestic investments.
Such risks generally include, among others, currency risk (fluctuations in
currency exchange rates), information risk (key information may be inaccurate
13
or unavailable) and political risk (expropriation, nationalization or the
imposition of capital or currency controls or punitive taxes). Other risks of
investing in foreign securities include liquidity and valuation risks.
Securities denominated in currencies other than U.S. dollars are subject to
changes in value due to fluctuations in exchange rates.
The Chilean securities markets are substantially smaller, less liquid and more
volatile than the major securities markets in the United States. Consequently,
acquisition and disposition of securities by the Fund may be inhibited. A
significant proportion of the aggregate market value of equity securities listed
on the Santiago Exchange are held by a small number of investors and are not
publicly traded. This may limit the number of shares available for acquisition
or disposition by the Fund.
Investments in Chile may involve certain considerations and risks not typically
associated with investments in the United States, including the possibility of
future political and economic developments and the level of Chilean governmental
supervision and regulation of its securities markets.
The Fund, subject to local investment limitations, may invest up to 20% of its
assets (at the time of commitment) in illiquid equity securities, including
securities of private equity funds (whether in corporate or partnership form)
that invest primarily in the emerging markets. When investing through another
investment fund, the Fund will bear its proportionate share of the expenses
incurred by that fund, including management fees. Such securities are expected
to be illiquid, which may involve a high degree of business and financial risk
and may result in substantial losses. Because of the current absence of any
liquid trading market for these investments, the Fund may take longer to
liquidate these positions than would be the case for publicly traded securities.
Although these securities may be resold in privately negotiated transactions,
the prices realized on such sales could be substantially less than those
originally paid by the Fund or the current carrying values and these difference
could be material. Further, companies whose securities are not publicly traded
may not be subject to the disclosure and other investor protection requirements
applicable to companies whose securities are publicly traded.
NOTE C. AGREEMENTS
Credit Suisse Asset Management, LLC ("Credit Suisse") serves as the Fund's
investment adviser with respect to all investments. Credit Suisse receives as
compensation for its advisory services from the Fund, an annual fee, calculated
weekly and paid quarterly, equal to 1.20% of the first $50 million of the Fund's
average weekly market value or net assets (whichever is lower), 1.15% of the
next $50 million and 1.10% of amounts in excess of $100 million. For the year
ended December 31, 2005, Credit Suisse earned $1,804,533 for advisory services.
Credit Suisse also provides certain administrative services to the Fund and is
reimbursed by the Fund for costs incurred on behalf of the Fund (up to $20,000
per annum). For the year ended December 31, 2005, Credit Suisse was reimbursed
$20,000 for administrative services rendered to the Fund.
CELFIN CAPITAL Servicios Financieros S.A. ("Celfin") serves as the Fund's
Chilean sub-adviser. Celfin receives as compensation for its sub-advisory
services, an annual fee, out of the advisory fee payable to Credit Suisse,
calculated weekly and paid quarterly, equal to 0.20% of the Fund's average
weekly market value or net assets (whichever is lower). For the year ended
December 31, 2005, these sub-advisory fees amounted to $314,461.
14
For the year ended December 31, 2005, Celfin earned approximately $140,000 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.
Bear Stearns Funds Management Inc. ("BSFM") serves as the Fund's U.S.
administrator. The Fund pays BSFM a monthly fee that is calculated weekly based
on the Fund's average weekly net assets. For the year ended December 31, 2005,
BSFM earned $112,116 for administrative services.
Celfin Capital S.A. Administradora de Fondos de Capital Extranjero ("AFCE")
serves as the Fund's Chilean administrator. For its services, AFCE is paid a
fee, out of the advisory fee payable to Credit Suisse, that is calculated weekly
and paid quarterly at an annual rate of 0.05% of the Fund's average weekly
market value or net assets (whichever is lower). In addition, AFCE receives a
supplemental administration fee, an annual reimbursement of out-of-pocket
expenses and an accounting fee. For the year ended December 31, 2005, the
administration fees, supplemental administration fees and accounting fees
amounted to $78,615, $79,581 and $5,997, respectively.
Merrill Corporation ("Merrill"), an affiliate of Credit Suisse, has been engaged
by the Fund to provide certain financial printing services. For the year ended
December 31, 2005, Merrill was paid $21,187 for its services to the Fund.
The Independent Directors receive fifty percent (50%) of their annual retainer
in the form of shares purchased by the Fund's transfer agent in the open market.
Directors as a group own less than 1% of the Fund's outstanding shares.
NOTE D. CAPITAL STOCK
The authorized capital stock of the Fund is 100,000,000 shares of common stock,
$0.001 par value. Of the 10,139,926 shares outstanding at December 31, 2005,
Credit Suisse owned 14,615 shares.
NOTE E. INVESTMENT IN SECURITIES
For the year ended December 31, 2005, purchases and sales of securities, other
than short-term investments, were $62,305,799 and $99,772,746, respectively.
NOTE F. CREDIT FACILITY
The Fund, together with other funds/portfolios advised by Credit Suisse
(collectively, the "Participating Funds"), participates in a $75 million
committed, unsecured, line of credit facility ("Credit Facility") with Deutsche
Bank, A.G. as administrative agent and syndication agent and State Street Bank
and Trust Company as operations agent for temporary or emergency purposes. Under
the terms of the Credit Facility, the Participating Funds pay an aggregate
commitment fee at a rate of 0.10% per annum on the average unused amount of the
Credit Facility, which is allocated among the Participating Funds in such manner
as is determined by the governing Boards of the Participating Funds. In
addition, the Participating Funds pay interest on borrowings at the Federal
Funds rate plus 0.50%. During the year ended December 31, 2005, the Fund had no
borrowings under the Credit Facility.
15
NOTE G. FEDERAL INCOME TAXES
Income and capital gain distributions are determined in accordance with federal
income tax regulations, which may differ from GAAP. These differences are
primarily due to differing treatments of foreign currency transactions, losses
deferred due to wash sales, and Post-October losses (as defined below).
The tax character of dividends and distributions paid during the years ended
December 31 for the Fund were as follows:
ORDINARY INCOME LONG-TERM CAPITAL GAINS
--------------------------- ---------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
$ 6,895,150 $ 4,765,765 $ 37,112,129 $ 17,846,270
Under current tax law, certain capital losses realized after October 31 within a
taxable year may be deferred and treated as occurring on the first day of the
following tax year ("Post-October losses"). For the tax year ended December 31,
2005, the Fund incurred and elected to defer net realized foreign currency
losses of $18,104.
The tax basis of components of distributable earnings differ from the amounts
reflected in the Statement of Assets and Liabilities by temporary book/tax
differences. These differences are primarily due to losses deferred on wash
sales and deferred Post-October losses.
At December 31, 2005, the components of distributable earnings on a tax basis
for the Fund were as follows:
Undistributed ordinary income $ 1,788,740
Accumulated net realized gain 865,270
Unrealized appreciation 59,918,903
-------------
Total distributable earnings $ 62,572,913
=============
At December 31, 2005, the identified cost for federal income tax purposes, as
well as the gross unrealized appreciation from investments for those securities
having an excess of value over cost, gross unrealized depreciation from
investments for those securities having an excess of cost over value and the net
unrealized appreciation from investments were $111,560,444, $62,168,599,
$(2,166,453) and $60,002,146, respectively.
At December 31, 2005, the Fund reclassified $371,020 to accumulated net realized
gain on investments and foreign currency related transactions from undistributed
net investment income. Net assets were not affected by this reclassification.
NOTE H. CONTINGENCIES
In the normal course of business, the Fund may provide general indemnifications
pursuant to certain contracts and organizational documents. The Fund's maximum
exposure under these arrangements is dependent on future claims that may be made
against the Fund and, therefore, cannot be estimated; however, based on
experience, the risk of loss from such claims is considered remote.
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of The Chile Fund, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations, of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Chile Fund, Inc. (the "Fund")
at December 31, 2005, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the ten years in the period then ended,
in conformity with accounting principles generally accepted in the United States
of America. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 2005 by correspondence with the custodian and issuers, provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 17, 2006
17
RESULTS OF ANNUAL MEETING OF SHAREHOLDERS (UNAUDITED)
On April 21, 2005, the Annual Meeting of Shareholders of The Chile Fund, Inc.
(the "Fund") (the "Meeting") was held and the following matter was voted upon:
(1) To re-elect two directors to the Board of Directors of the Fund.
NAME OF DIRECTOR FOR WITHHELD
---------------- --------- --------
James J. Cattano 6,849,944 139,448
Steven N. Rappaport 6,837,417 151,975
In addition to the directors re-elected at the Meeting, Enrique R. Arzac,
Michael E. Kenneally and George W. Landau continued as directors of the Fund.
Effective April 15, 2005, William W. Priest, Jr. resigned as a Director of the
Fund.
Effective May 18, 2005, Martin M. Torino was appointed as Director of the Fund
by the Board of Directors.
Effective December 6, 2005, Michael E. Kenneally resigned as a Director of the
Fund.
18
TAX INFORMATION (UNAUDITED)
The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as
amended, to advise its shareholders within 60 days of the Fund's year end
(December 31, 2005) as to the U.S. federal tax status of dividends and
distributions received by the Fund's shareholders in respect of such year. Of
the $4.34 per share distribution paid in respect of such year, $0.68 per share
was derived from net investment income and $3.66 per share was derived from net
realized long-term capital gains. The Fund has met the requirements to pass
through all ordinary income as qualified dividends as noted on Box 1B on Form
1099-DIV. Please note that to utilize the lower tax rate for qualifying dividend
income, shareholders must have held their shares in the Fund for at least 61
days during the 121 day period beginning 60 days before the ex-dividend date.
There were no distributions which qualified for the dividend received deduction
available to corporate shareholders.
The Fund does not intend to make an election under Section 853 to pass through
foreign taxes paid by the Fund to its shareholders. This information is given to
meet certain requirements of the Internal Revenue Code of 1986, as amended.
Shareholders should refer to their Form 1099-DIV to determine the amount
includable on their respective tax returns for 2005.
Notification for calendar year 2005 was mailed in January 2006. The notification
along with Form 1099-DIV reflects the amount to be used by calendar year
taxpayers on their U.S. federal income tax returns.
Foreign shareholders will generally be subject to U.S. withholding tax on the
amount of the actual ordinary dividends paid by the Fund. They will generally
not be entitled to foreign tax credit or deduction for the withholding taxes
paid by the Fund.
In general, distributions received by tax-exempt recipients (e.g., IRAs and
Keoghs) need not be reported as taxable income for U.S. federal income tax
purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7)
plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the
tax consequences of their investment in the Fund.
19
DESCRIPTION OF INVESTLINK(SM) PROGRAM (UNAUDITED)
The InvestLink(SM) Program is sponsored and administered by Computershare Trust
Company, N.A., ("Computershare"), not by The Chile Fund, Inc. (the "Fund").
Computershare will act as program administrator (the "Program Administrator") of
the InvestLink(SM) Program (the "Program"). The purpose of the Program is to
provide existing shareholders with a simple and convenient way to invest
additional funds and reinvest dividends in shares of the Fund's common stock
("Shares") at prevailing prices, with reduced brokerage commissions and fees.
In order to participate in the Program, you must be a registered holder of at
least one Share of stock of the Fund. Purchases of Shares with funds from a
participant's cash payment or automatic account deduction will begin on the next
day on which funds are invested. All cash payments must be drawn on a U.S. bank
and payable in U.S. dollars. Checks must be made payable to Computershare. If a
participant selects the dividend reinvestment option, automatic investment of
dividends generally will begin with the next dividend payable after the Program
Administrator receives his enrollment form. Once in the Program, a person will
remain a participant until he terminates his participation or sells all Shares
held in his Program account, or his account is terminated by the Program
Administrator. A participant may change his investment options at any time by
requesting a new enrollment form and returning it to the Program Administrator.
A participant will be assessed certain charges in connection with his
participation in the Program. All optional cash deposit investments will be
subject to a service charge. Sales processed through the Program will have a
service fee deducted from the net proceeds, after brokerage commissions. In
addition to the transaction charges outlined above, participants will be
assessed per share processing fees (which include brokerage commissions.)
Participants will not be charged any fee for reinvesting dividends.
The number of Shares to be purchased for a participant depends on the amount of
his dividends, cash payments or bank account or payroll deductions, less
applicable fees and commissions, and the purchase price of the Shares. The
investment date for cash payments is the 25th day of each month (or the next
trading day if the 25th is not a trading day). The investment date for dividend
reinvestment is the dividend payment date. The Program Administrator uses
dividends and funds of participants to purchase Shares of the Fund in the open
market. Such purchases will be made by participating brokers as agent for the
participants using normal cash settlement practices. All Shares purchased
through the Program will be allocated to participants as of the settlement date,
which is usually three business days from the purchase date. In all cases,
transaction processing will occur within 30 days of the receipt of funds, except
where temporary curtailment or suspension of purchases is necessary to comply
with applicable provisions of the Federal Securities laws or when unusual market
conditions make prudent investment impracticable. In the event the Program
Administrator is unable to purchase Shares within 30 days of the receipt of
funds, such funds will be returned to the participants.
The average price of all Shares purchased by the Program Administrator with all
funds received during the time period from two business days preceding any
investment date up to the second business day preceding the next investment date
shall be the price per share allocable to a participant in connection with the
Shares purchased for his account with his funds or dividends received by the
Program Administrator during such time period. The average price of all Shares
sold by the Program Administrator pursuant to sell orders received during such
time period shall be the price per share allocable to a participant in
connection with the Shares sold for his account pursuant to his sell orders
received by the Program Administrator during such time period. All sale requests
having an
20
anticipated market value of $100,000.00 or more are expected to be submitted in
written form. In addition, all sale requests received by the Program
Administrator within thirty (30) days of an address change are expected to be
submitted in written form.
Computershare, as Program Administrator, administers the Program for
participants, keeps records, sends statements of account to participants and
performs other duties relating to the Program. Each participant in the Program
will receive a statement of his account following each purchase of Shares. The
statements will also show the amount of dividends credited to such participant's
account (if applicable), as well as the fees paid by the participant. In
addition, each participant will receive copies of the Fund's annual and
semi-annual reports to shareholders, proxy statements and, if applicable,
dividend income information for tax reporting purposes.
If the Fund is paying dividends on the Shares, a participant will receive
dividends through the Program for all Shares held on the dividend record date on
the basis of full and fractional Shares held in his account, and for all other
Shares of the Fund registered in his name. The Program Administrator will send
checks to the participants for the amounts of their dividends that are not to be
automatically reinvested at no cost to the participants.
Shares of the Fund purchased under the Program will be registered in the name of
the accounts of the respective participants. Unless requested, the Fund will not
issue to participants certificates for Shares of the Fund purchased under the
Program. The Program Administrator will hold the Shares in book-entry form until
a Program participant chooses to withdraw his Shares or terminate his
participation in the Program. The number of Shares purchased for a participant's
account under the Program will be shown on his statement of account. This
feature protects against loss, theft or destruction of stock certificates.
A participant may withdraw all or a portion of the Shares from his Program
account by notifying the Program Administrator. After receipt of a participant's
request, the Program Administrator will issue to such participant certificates
for the whole Shares of the Fund so withdrawn or, if requested by the
participant, sell the Shares for him and send him the proceeds, less applicable
brokerage commissions, fees, and transfer taxes, if any. If a participant
withdraws all full and fractional Shares in his Program account, his
participation in the Program will be terminated by the Program Administrator. In
no case will certificates for fractional Shares be issued. The Program
Administrator will convert any fractional Shares held by a participant at the
time of his withdrawal to cash.
Participation in any rights offering, dividend distribution or stock split will
be based upon both the Shares of the Fund registered in participants' names and
the Shares (including fractional Shares) credited to participants' Program
accounts. Any stock dividend or Shares resulting from stock splits with respect
to Shares of the Fund, both full and fractional, which participants hold in
their Program accounts and with respect to all Shares registered in their names
will be automatically credited to their accounts.
All Shares of the Fund (including any fractional share) credited to his account
under the Program will be voted as the participant directs. The participants
will be sent the proxy materials for the annual meetings of shareholders. When a
participant returns an executed proxy, all of such Shares will be voted as
indicated. A participant may also elect to vote his Shares in person at the
Shareholders' meeting.
21
A participant will receive tax information annually for his personal records and
to help him prepare his U.S. federal income tax return. The automatic
reinvestment of dividends does not relieve him of any income tax which may be
payable on dividends. For further information as to tax consequences of
participation in the Program, participants should consult with their own tax
advisors.
The Program Administrator in administering the Program will not be liable for
any act done in good faith or for any good faith omission to act. However, the
Program Administrator will be liable for loss or damage due to error caused by
its negligence, bad faith or willful misconduct. Shares held in custody by the
Program Administrator are not subject to protection under the Securities
Investors Protection Act of 1970.
The participant should recognize that neither the Fund nor the Program
Administrator can provide any assurance of a profit or protection against loss
on any Shares purchased under the Program. A participant's investment in Shares
held in his Program account is no different than his investment in directly held
Shares in this regard. The participant bears the risk of loss and the benefits
of gain from market price changes with respect to all of his Shares. Neither the
Fund nor the Program Administrator can guarantee that Shares purchased under the
Program will, at any particular time, be worth more or less than their purchase
price. Each participant must make an independent investment decision based on
his own judgment and research.
While the Program Administrator hopes to continue the Program indefinitely, the
Program Administrator reserves the right to suspend or terminate the Program at
any time. It also reserves the right to make modifications to the Program.
Participants will be notified of any such suspension, termination or
modification in accordance with the terms and conditions of the Program. The
Program Administrator also reserves the right to terminate any participant's
participation in the Program at any time. Any question of interpretation arising
under the Program will be determined in good faith by the Program Administrator
and any such good faith determination will be final.
Any interested shareholder may participate in the Program. All other cash
payments or bank account deductions must be at least $100.00, up to a maximum of
$100,000.00 annually. An interested shareholder may join the Program by reading
the Program description, completing and signing the enrollment form and
returning it to the Program Administrator. The enrollment form and information
relating to the Program (including the terms and conditions) may be obtained by
calling the Program Administrator at one of the following telephone numbers:
(800) 730-6001 (U.S. and Canada) or (781) 575-3100 (outside U.S. and Canada).
All correspondence regarding the Program should be directed to: Computershare
Trust Company, N.A., InvestLink(SM) Program, P.O. Box 43010, Providence,
RI 02940-3010.
InvestLink is a service mark of Computershare Trust Company, N.A.
22
INFORMATION CONCERNING DIRECTORS AND OFFICERS (UNAUDITED)
TERM NUMBER OF
OF OFFICE PORTFOLIOS IN
AND FUND
POSITION(S) LENGTH PRINCIPAL COMPLEX OTHER
NAME,ADDRESS AND HELD WITH OF TIME OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH FUND SERVED PAST FIVE YEARS DIRECTOR HELD BY DIRECTOR
---------------- ------------- -------------- ----------------------------- ------------- --------------------
INDEPENDENT
DIRECTORS
Enrique Chairman of Director Professor of Finance and 47 Director of The
R. Arzac* the Board of since 1996; Economics, Graduate School of Adams Express
c/o Credit Directors; Chairman Business, Company (a
Suisse Asset Nominating since 2005; Columbia University closed-end
Management, Committee current term since 1971 investment
LLC Chairman and ends at the company); Director
Attn: Audit 2007 annual of Petroleum and
General Committee meeting Resources
Counsel Member Corporation
466 (a closed-end
Lexington investment
Avenue company)
New York,
New York
10017-3140
Date of
Birth:
10/02/41
James Director; Since 1993; President, Primary Resources 4 None
J. Cattano Nominating current term Inc. (an international trading
c/o Primary Committee ends at the and manufacturing company
Resources, Member and 2007 annual specializing in the sale of
Inc. Audit meeting agricultural commodities
55 Old Committee throughout Latin American
Field Point Chairman markets) since October 1996
Road
Greenwich,
Connecticut
06830
Date of
Birth:
06/24/43
Steven Director; Since 1992; Partner of Lehigh Court, LLC 46 Director of
N. Rappaport Nominating current term and RZ Capital (private Presstek, Inc.
Lehigh and Audit ends at the investment firms) since July (digital imaging
Court, LLC Committee 2008 annual 2002; Transition Advisor to technologies
40 East Member meeting SunGard Securities Finance, company); Director
52nd Street Inc. from February 2002 to of Wood Resources,
New York, July 2002; President of LLC (a plywood
New York SunGard Securities Finance, manufacturing
10022 Inc. from 2001 to February company)
2002; President of Loanet,
Date of Inc. (on-line accounting
Birth: service) from 1997 to 2001
07/10/48
Martin Director; Since 1993; Chief Executive Officer and 3 None
M. Torino Nominating current term Director of Celsur Logistica
c/o Credit and Audit ends at the S.A. (Logistics) since 2002;
Suisse Committee 2006 annual Chairman of the Board of
Asset Member meeting Ingenio y Refineria San Martin
Management, Del Tabacal S.A. (sugar
LLC refinery) from August 1996 to
Attn: 2000
General
Counsel
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
08/14/49
George Honorary Since 2005; Senior Advisor, Latin America, 4 Director of GAM
W. Landau Director Director The Coca-Cola Company since Funds, Inc
c/o Credit since 1989 1988; Advisor of Guardian
Suisse Asset Industries (a glass
Management, manufacturer) since 1992
LLC
Attn:
General
Counsel
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
03/04/20
----------
* Effective December 6, 2005, Enrique R. Arzac was appointed as Chairman of
the Board. Michael E. Kenneally, who previously held this position,
resigned as a Director effective December 6, 2005.
23
POSITION(S) LENGTH
NAME, ADDRESS AND HELD WITH OF TIME
DATE OF BIRTH FUND SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------ ------------- ---------- -------------------------------------------------------------------
OFFICERS
Steven Chief Since Managing Director; Associated with Credit Suisse or its predecessor
B. Plump** Executive 2005 since 1995; Officer of other Credit Suisse Funds
Credit Officer and
Suisse Asset President
Management,
LLC
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
02/08/59
Matthew Chief Since Director of Credit Suisse; Financial Advisor with Global Advisors
J.K. Hickman Investment 2004 from July 2003 to November 2003; General Manager of Compass Group
Credit Officer Investment Advisors S.A. from February 2002 to July 2003; Financial
Suisse Asset Advisor with Credit Suisse First Boston from August 2000 to February
Management, 2002; Director of ABN AMRO from September 1998 to August 2000;
LLC Officer of other Credit Suisse Funds
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
01/21/64
Michael Chief Since Director and Director of Fund Administration of Credit Suisse;
A. Pignataro Financial 1993 Associated with Credit Suisse or its predecessor since 1984; Officer
Credit Officer and of other Credit Suisse Funds
Suisse Asset Secretary
Management,
LLC
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
11/15/59
Emidio Chief Since Director and Global Head of Compliance of Credit Suisse; Associated
Morizio Compliance 2004 with Credit Suisse since July 2000; Vice President and Director of
Credit Officer Compliance of Forstmann-Leff Associates from 1998 to June 2000;
Suisse Asset Officer of other Credit Suisse Funds
Management,
LLC
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
09/21/66
Ajay Mehra Chief Since Head of Legal Americas Traditional Asset Management and
Credit Suisse Legal 2004 Hedge Funds; Associated with Credit Suisse since
Asset Management, Officer September 2004; Senior Associate of Sherman & Sterling
LLC LLP from September 2000 to September 2004;
466 Lexington Avenue Senior Counsel of the SEC Division of Investment Management from
New York, New York June 1997 to September 2000; Officer of other Credit Suisse Funds
10017-3140
Date of
Birth:
08/14/70
----------
** Effective July 31, 2005, Steven B. Plump was appointed as Chief Executive
Officer and President of the Fund. Michael E. Kenneally, who previously
held these positions, resigned effective July 31, 2005.
24
POSITION(S) LENGTH
NAME, ADDRESS AND HELD WITH OF TIME
DATE OF BIRTH FUND SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------ ------------- ---------- -------------------------------------------------------------------
OFFICERS--(CONCLUDED)
J. Kevin Gao Senior Vice Since Director and Legal Counsel of Credit Suisse; Associated with Credit
Credit President 2004 Suisse since July 2003; Associated with the law firm of Willkie Farr
Suisse Asset & Gallagher LLP from 1998 to 2003; Officer of other Credit Suisse
Management, Funds
LLC
466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
10/13/67
Robert Rizza Treasurer Since Vice President of Credit Suisse; Associated with Credit Suisse since
Credit 1999 1998; Officer of other Credit Suisse Funds
Suisse Asset
Management,
LLC 466
Lexington
Avenue
New York,
New York
10017-3140
Date of
Birth:
12/09/65
25
ANNUAL CERTIFICATIONS (UNAUDITED)
The Fund's Chief Executive Officer has filed an annual certification with the
NYSE that, as of the date of the certification, he was unaware of any violation
by the Fund of the NYSE's corporate governance listing standards. The Fund's
Chief Executive Officer and Chief Financial Officer have also filed
certifications with the SEC as part of the Fund's Form N-CSR filings that cover
certain public disclosure documents of the Fund, including its annual and
semi-annual reports to stockholders.
26
ADVISORY AGREEMENT APPROVAL DISCLOSURE (UNAUDITED)
BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Section 15(c) of the Investment Company Act of 1940 (the "1940 Act")
contemplates that the Board of Directors (the "Board") of The Chile Fund, Inc.
(the "Fund"), including a majority of the Directors who have no direct or
indirect interest in the investment advisory and sub-advisory agreements and are
not "interested persons" of the Fund, as defined in the 1940 Act (the
"Independent Directors"), are required to annually review and re-approve the
terms of the Fund's existing investment advisory and sub-advisory agreements and
approve any newly proposed terms therein. In this regard, the Board reviewed and
re-approved, during the most recent six months covered by this report: (i) an
investment advisory agreement with Credit Suisse Asset Management, LLC ("Credit
Suisse") for the Fund, and (ii) a sub-advisory agreement with CELFIN CAPITAL
Servicios Financieros S.A. ("CELFIN" or the "Sub-Adviser") for the Fund. The
investment advisory agreement with Credit Suisse and the investment sub-advisory
agreement with CELFIN are collectively referred to as the "Advisory Agreements."
More specifically, at a meeting held on November 16-17, 2005, the Board,
including the Independent Directors advised by their independent legal counsel,
considered the factors and reached the conclusions described below relating to
the selection of Credit Suisse and the Sub-Adviser and the re-approval of the
Advisory Agreements.
NATURE, EXTENT AND QUALITY OF SERVICES
The Board received and considered various data and information regarding the
nature, extent and quality of services provided to the Fund by Credit Suisse and
the Sub-Adviser under the Advisory Agreements. The most recent investment
adviser registration forms ("Forms ADV") for Credit Suisse and the Sub-Adviser
were provided to the Board, as were responses of Credit Suisse and the
Sub-Adviser to a detailed series of requests submitted by the Independent
Directors' independent legal counsel on behalf of such Directors. The Board
reviewed and analyzed these materials, which included, among other things,
information about the background and experience of the senior management and the
expertise of, and amount of attention devoted to the Fund by, investment
personnel of Credit Suisse and the Sub-Adviser. In this regard, the Board
specifically reviewed the qualifications, backgrounds and responsibilities of
the individuals primarily responsible for day-to-day portfolio management
services for the Fund.
In addition, the Board received and reviewed information on Securities and
Exchange Commission ("SEC") and other regulatory inquiries and examinations
relating to the Fund, Credit Suisse and the Sub-Adviser. The Board considered
the investment and legal compliance programs of each of these entities,
including their implementation of enhanced compliance policies and procedures in
response to SEC rule changes and other regulatory initiatives. The Board also
considered the Fund's Chief Compliance Officer's report and recommendations.
The Board evaluated the ability of Credit Suisse and the Sub-Adviser, including
their respective resources, reputations and other attributes, to attract and
retain highly qualified investment professionals, including research, advisory,
and supervisory personnel. In this regard, the Board considered information
regarding Credit Suisse's compensation program for its personnel involved in the
management of the Fund, including incentive and retirement plans.
27
Based on the above factors, together with those referenced below, the Board
concluded that it was generally satisfied with the nature, extent and quality of
the investment advisory services provided to the Fund by Credit Suisse and the
Sub-Adviser.
FUND PERFORMANCE AND EXPENSES
The Board considered the performance results of the Fund over a number of years
and since the inception of the Fund, as well as for recent periods. It also
considered these results in comparison to the Fund's benchmark index, the MSCI
Chile Index. Additionally, the Board compared the Fund's performance to that of
another Chile fund. The Board noted that the Fund underperformed its benchmark
index in recent periods. The Board also noted that, although the Fund had
underperformed the other Chile fund in some periods, it had outperformed it in
recent periods. The Board considered, however, that diversification requirements
forced the Fund to be significantly underweighted in the largest and most liquid
companies in Chile relative to the MSCI Chile Index. Additionally, the Board
noted that Chilean pension fund shareholders have expressed their satisfaction
with the composition of the Fund.
The Board received and considered statistical information regarding the Fund's
total expense ratio and its various components, including management fees,
non-management fees, fee waivers/caps and/or expense reimbursements and actual
total expenses of the Fund (including and excluding investment-related expenses
and taxes). It also considered comparisons of these fees to those of a group of
funds that was determined to be the most similar to the Fund (the "Peer Group")
and of a broader universe of relevant funds (the "Universe"). Lipper Inc.
("Lipper"), an independent provider of investment company data, determined the
Peer Group and Universe for the Fund and provided the comparative data. The
Board was provided with a description of the methodology used by Lipper to
select the closed-end mutual funds in the Fund's Peer Group and Universe. The
Board observed that the Fund's total expense ratio was higher than the median
overall expense ratio of the Fund's Peer Group and Universe. The Board also
noted that the non-management expenses of the Fund were lower than the Fund's
Peer Group's median non-management expenses.
Based on the above-referenced considerations and other factors, the Board
concluded that the overall performance and expense results supported the
re-approval of the Advisory Agreements for the Fund.
INVESTMENT ADVISORY AND SUB-ADVISORY FEE RATES
The Board reviewed and considered the proposed contractual investment advisory
fee rate (the "Advisory Agreement Rate") payable by the Fund to Credit Suisse
for investment advisory services. The Board also reviewed and considered the
proposed contractual investment sub-advisory fee rate (the "Sub-Advisory
Agreement Rate") payable by Credit Suisse to the Sub-Adviser for investment
sub-advisory services. The Board noted that Credit Suisse had voluntary fee
waivers in effect to base its current investment advisory fee upon the lower of
the average weekly stock price or its average weekly net assets.
Additionally, the Board received and considered information comparing the
Advisory Agreement Rate (both on a stand-alone basis and on a combined basis
with the Fund's administration fee rates) with those of the other funds in its
Peer Group. The Board noted that the combined rates of investment advisory and
administration fees for the
28
Fund were not appreciably higher than the median rates of its Peer Group. The
Board also noted that the Fund's administrator is not affiliated with Credit
Suisse and that the Fund's administration agreement and corresponding fees were
negotiated at arms-length. The Board concluded that the Advisory Agreement Rate
for the Fund was not appreciably higher that the median rates of the Fund's Peer
Group. The Board concluded that these and other factors supported the Advisory
Agreement Rate and approved the Advisory Agreement for the Fund.
The Board also reviewed the Sub-Advisory Agreement Rate charged by CELFIN, which
serves as Sub-Adviser to the Fund. The Board concluded that the Sub-Advisory
Agreement Rate was fair and equitable, based on its consideration of the factors
described above.
PROFITABILITY
The Board received and considered an estimated profitability analysis of Credit
Suisse based on the Advisory Agreement Rate, as well as on other relationships
between the Fund and Credit Suisse and its affiliates. The Board concluded that,
in light of the costs of providing investment management and other services to
the Fund, the profits and other ancillary benefits that Credit Suisse and its
affiliates received with regard to providing these services to the Fund were not
unreasonable.
The Board also received and considered an income statement related to the Fund
from the Sub-Adviser. The Board observed the costs of providing portfolio
management and other services to the Fund. The Board also noted that the
sub-advisory fees are paid to CELFIN by Credit Suisse and not directly by the
Fund, and that the Board separately determined that the Advisory Agreement Rate
for the Fund was fair and equitable. Based on these factors, the Board concluded
that the profits and other ancillary benefits that CELFIN and its affiliates
received with regard to providing these services to the Fund were not
unreasonable.
ECONOMIES OF SCALE
The Board received and considered information regarding whether there have been
economies of scale with respect to the management of the Fund, whether the Fund
has appropriately benefited from any economies of scale, and whether there is
potential for realization of any further economies of scale. The Board concluded
that any actual or potential economies of scale are, or will be, shared fairly
with Fund shareholders, including most particularly through Advisory Agreement
Rate breakpoints.
INFORMATION ABOUT SERVICES TO OTHER CLIENTS
The Board received and considered information about the nature and extent of
services and fee rates offered by Credit Suisse to other clients, including
other registered investment companies and institutional investors and investment
companies to which Credit Suisse serves as an unaffiliated sub-adviser. The
Board also received and considered information about the nature and extent of
services offered by the Sub-Adviser to other clients. The Board concluded that
the Advisory Agreement Rate and Sub-Advisory Agreement Rate were reasonable,
considering factors such as the nature and extent of services provided and
comparison with rates offered to other clients.
29
Where Credit Suisse's rates offered to its other clients were appreciably lower,
the Board considered that Credit Suisse's voluntary fee waivers would
potentially decrease the Advisory Agreement Rate. The Board concluded, based on
information provided by Credit Suisse, that the costs associated with managing
and operating a registered, closed-end, country fund, compared with other
clients or other funds, provided a justification for the higher fee rates
charged to the Fund.
OTHER BENEFITS TO CREDIT SUISSE
The Board received and considered information regarding potential "fall-out" or
ancillary benefits received by Credit Suisse and its affiliates as a result of
their relationship with the Fund. Such benefits could include, among others,
benefits directly attributable to the relationship of Credit Suisse with the
Fund (such as soft-dollar credits) and benefits potentially derived from an
increase in the business of Credit Suisse as a result of its relationship with
the Fund (such as the ability to market to shareholders other financial products
offered by Credit Suisse and its affiliates).
OTHER FACTORS AND BROADER REVIEW
As discussed above, the Board reviews detailed materials received from Credit
Suisse and the Sub-Adviser annually as part of the re-approval process under
Section 15(c) of the 1940 Act. The Board also reviews and assesses the quality
of the services that the Fund receives throughout the year. In this regard, the
Board reviews reports of Credit Suisse and the Sub-Adviser at least in each of
its quarterly meetings, which include, among other things, a detailed portfolio
review and detailed fund performance reports, and confers with the chief
investment officer and managers of the Fund at various times throughout the
year.
After considering the above-described factors and based on the deliberations and
its evaluation of the information provided to it, the Board concluded that
re-approval of the Advisory Agreements for the Fund was in the best interest of
the Fund and its shareholders. Accordingly, the Board unanimously re-approved
the Advisory Agreements.
30
PROXY VOTING AND PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)
Information regarding how The Chile Fund, Inc. (the "Fund") voted proxies
related to its portfolio securities during the 12-month period ended June 30 of
each year, as well as the policies and procedures that the Fund uses to
determine how to vote proxies relating to its portfolio securities are
available:
- By calling 1-800-293-1232;
- On the Fund's website, www.credit-suisse.com/us
- On the website of the Securities and Exchange Commission,
http://www.sec.gov
The Fund files a complete schedule of its portfolio holdings for the first and
third quarters of its fiscal year with the SEC on Form N-Q. The Fund's Forms N-Q
are available on the SEC's website at http://www.sec.gov and may be reviewed and
copied at the SEC's Public Reference Room in Washington, DC. Information on the
operation of the SEC's Public Reference Room may be obtained by calling
1-800-SEC-0330.
31
OTHER FUNDS MANAGED BY CREDIT SUISSE ASSET MANAGEMENT, LLC
Credit Suisse Capital Appreciation Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Small Cap Fund
Credit Suisse High Income Fund
Credit Suisse International Focus Fund
Credit Suisse Japan Equity Fund
Credit Suisse Large Cap Blend Fund
Credit Suisse Large Cap Value Fund
Credit Suisse Mid-Cap Growth Fund
Credit Suisse New York Municipal Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Small Cap Growth Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Strategic Allocation Fund
Fund shares are not deposits or other obligations of Credit Suisse Asset
Management, LLC or any affiliate, are not FDIC-insured and are not guaranteed by
Credit Suisse Asset Management, LLC or any affiliate. Fund investments are
subject to investment risks, including loss of your investment. There are
special risk considerations associated with international, global,
emerging-market, small-company, private equity, high-yield debt,
single-industry, single-country and other special, aggressive or concentrated
investment strategies. Past performance cannot guarantee future results.
More complete information about a fund, including charges and expenses, is
provided in the Prospectus, which should be read carefully before investing. You
may obtain copies by calling Credit Suisse Funds at 800-927-2874. For up-to-date
performance, please look in the mutual fund section of your newspaper under
Credit Suisse.
Credit Suisse Asset Management Securities, Inc., Distributor.
32
SUMMARY OF GENERAL INFORMATION (UNAUDITED)
The Fund--The Chile Fund, Inc.--is a closed-end, non-diversified management
investment company whose shares trade on the New York Stock Exchange, Inc. Its
investment objective is to seek total return, consisting of capital appreciation
and current income through investments primarily in Chilean equity and debt
securities. Credit Suisse Asset Management, LLC, the Fund's investment adviser,
is part of the Asset Management business of Credit Suisse, a leading global
financial services organization headquartered in Zurich, with offices focused on
asset management in 18 countries.
SHAREHOLDER INFORMATION
The Fund's market price is published in THE NEW YORK TIMES (daily) and THE WALL
STREET JOURNAL (daily) under the designation "ChileFd", and BARRON'S (each
Monday) under the designation "Chile". The Fund's New York Stock Exchange, Inc.
trading symbol is CH. Weekly comparative net asset value (NAV) and market price
information about The Chile Fund, Inc.'s shares are published each Sunday in THE
NEW YORK TIMES and each Monday in THE WALL STREET JOURNAL and BARRON'S, as well
as other newspapers, in a table called "Closed-End Funds."
THE CSAM GROUP OF FUNDS
LITERATURE REQUEST--Call today for free descriptive information on the
closed-end funds listed below at 1-800-293-1232 or visit our website on the
Internet: http://www.credit-suisse.com/us
CLOSED-END FUNDS
SINGLE COUNTRY
The First Israel Fund, Inc. (ISL)
The Indonesia Fund, Inc. (IF)
MULTIPLE COUNTRY
The Emerging Markets Telecommunications Fund, Inc. (ETF)
The Latin America Equity Fund, Inc. (LAQ)
FIXED INCOME
Credit Suisse Asset Management Income Fund, Inc. (CIK)
Credit Suisse High Yield Bond Fund (DHY)
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940, as amended, that The Chile Fund, Inc. may from time to time
purchase shares of its capital stock in the open market.
DIRECTORS AND CORPORATE OFFICERS
Enrique R. Arzac Chairman of the Board of Directors
James J. Cattano Director
George W. Landau Honorary Director
Steven N. Rappaport Director
Martin M. Torino Director
Steven B. Plump Chief Executive Officer and President
Matthew J.K. Hickman Chief Investment Officer
J. Kevin Gao Senior Vice President
Ajay Mehra Chief Legal Officer
Emidio Morizio Chief Compliance Officer
Michael A. Pignataro Chief Financial Officer and Secretary
Robert Rizza Treasurer
John E. Smith, Jr. Assistant Treasurer
Karen Regan Assistant Secretary
INVESTMENT ADVISER
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, NY 10017
INVESTMENT SUB-ADVISER
Celfin Capital Servicios Financieros S.A.
Apoquindo 3721, Piso 19
Santiago, Chile
ADMINISTRATOR
Bear Stearns Funds Management Inc.
383 Madison Avenue
New York, NY 10179
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
SHAREHOLDER SERVICING AGENT
Computershare Trust Company, N.A.
P.O. Box 43010
Providence, RI 02940
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Two Commerce Square
Philadelphia, PA 19103
LEGAL COUNSEL
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
This report, including the financial statements herein, is sent to the
shareholders of the Fund for their information. It is not a prospectus, circular
or representation intended for use in the purchase or sale of shares of the Fund
or of any securities mentioned in this report.
[CH LISTED NYSE(R) LOGO]
CH-AR-1205
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics applicable to its Chief Executive
Officer, President, Chief Financial Officer and Chief Accounting Officer, or
persons performing similar functions. A copy of the code is filed as Exhibit
12(a)(1) to this Form. There were no amendments to the code during the fiscal
year ended December 31, 2005. There were no waivers or implicit waivers from the
code granted by the registrant during the fiscal year ended December 31, 2005.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's governing board has determined that it has two audit committee
financial experts serving on its audit committee: Enrique R. Arzac and Steven N.
Rappaport. Each audit committee financial expert is "independent" for purposes
of this item.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) through (d). The information in the table below is provided for services
rendered to the registrant by its independent registered public accounting firm,
PricewaterhouseCoopers LLP ("PwC"), for its fiscal years ended December 31, 2004
and December 31, 2005.
2004 2005
---------- ----------
Audit Fees $ 71,450 $ 56,700
Audit-Related Fees(1) $ 7,000 $ 3,150
Tax Fees(2) $ 7,482 $ 7,860
All Other Fees -- --
Total $ 85,932 $ 67,710
(1) Services include agreed-upon procedures in connection with the registrant's
semi-annual financial statements ($3,000 in 2004 and $3,150 in 2005),
the registrant's third quarter 2004 Form N-Q filing ($1,500) and a
special review of the tax provisions for local chilean taxes ($2,500).
(2) Tax services in connection with the registrant's excise tax calculations
and review of the registrant's applicable tax returns.
The information in the table below is provided with respect to non-audit
services that directly relate to the registrant's operations and financial
reporting and that were rendered by PwC to the registrant's investment adviser,
Credit Suisse Asset Management, LLC ("Credit Suisse"), and any service provider
to the registrant controlling, controlled by or under common control with Credit
Suisse that provided ongoing services to the registrant ("Covered Services
Provider"), for the registrant's fiscal years ended December 31, 2004 and
December 31, 2005.
2004 2005
---------- ----------
Audit-Related Fees N/A N/A
Tax Fees N/A N/A
All Other Fees N/A $ 394,000
Total N/A $ 394,000
(e)(1) Pre-Approval Policies and Procedures. The Audit Committee ("Committee")
of the registrant 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 registrant and (ii) all permissible non-audit services to
be provided by the independent registered public accounting firm to Credit
Suisse and any Covered Services Provider if the engagement relates directly to
the operations and financial reporting of the registrant. The Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairperson of the Committee, and the Chairperson
shall report to the Committee, at its next regularly scheduled meeting after the
Chairperson's pre-approval of such services, his or her decision(s). The
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 Committee's pre-approval responsibilities to
other persons (other than Credit Suisse or the registrant's officers).
Pre-approval by the 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 the registrant, Credit Suisse and any Covered Services
Provider constitutes not more than 5% of the total amount of revenues paid by
the registrant 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 registrant at the time
of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
(e)(2) The information in the table below sets forth the percentages of fees for
services (other than audit, review or attest services) rendered by PwC to the
registrant for which the pre-approval requirement was waived pursuant to Rule
2-01(c)(7)(i)(C) of Regulation S-X:
2004 2005
---------- ----------
Audit-Related Fees N/A N/A
Tax Fees N/A N/A
All Other Fees N/A N/A
Total N/A N/A
The information in the table below sets forth the percentages of fees for
services (other than audit, review or attest services) rendered by PwC to Credit
Suisse and any Covered Services Provider required to be approved pursuant to
Rule 2-01(c)(7)(ii)of Regulation S-X, for the registrant's fiscal years ended
December 31, 2004 and December 31, 2005:
2004 2005
---------- ----------
Audit-Related Fees N/A N/A
Tax Fees N/A N/A
All Other Fees N/A N/A
Total N/A N/A
(f) Not Applicable.
(g) The aggregate fees billed by PwC for non-audit services rendered to the
registrant, Credit Suisse and Covered Service Providers for the fiscal years
ended December 31, 2004 and December 31, 2005 were $14,450 and $11,010,
respectively.
(h) Not Applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately designated standing audit committee established
in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended. The members of the committee are Enrique R. Arzac, James Cattano,
Steven N. Rappaport and Martin Torino.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
CREDIT SUISSE ASSET MANAGEMENT, LLC
CREDIT SUISSE FUNDS
CREDIT SUISSE INSTITUTIONAL FUNDS
CSAM CLOSED-END FUNDS
PROXY VOTING POLICY AND PROCEDURES
Introduction
Credit Suisse Asset Management, LLC ("CSAM") is a fiduciary that owes each
of its clients duties of care and loyalty with respect to proxy voting. The
duty of care requires CSAM to monitor corporate events and to vote proxies.
To satisfy its duty of loyalty, CSAM must cast proxy votes in the best
interests of each of its clients.
The Credit Suisse Funds, Credit Suisse Institutional Funds, and CSAM
Closed-End Funds (the "Funds"), which have engaged Credit Suisse Asset
Management, LLC as their investment adviser, are of the belief that the
proxy voting process is a means of addressing corporate governance issues
and encouraging corporate actions both of which can enhance shareholder
value.
Policy
The Proxy Voting Policy (the "Policy") set forth below is designed to
ensure that proxies are voted in the best interests of CSAM's clients. The
Policy addresses particular issues and gives a general indication of how
CSAM will vote proxies. The Policy is not exhaustive and does not include
all potential issues.
Proxy Voting Committee
The Proxy Voting Committee will consist of a member of the Portfolio
Management Department, a member of the Legal and Compliance Department, and
a member of the Operations Department (or their designees). The purpose of
the Proxy Voting Committee is to administer the voting of all clients'
proxies in accordance with the Policy. The Proxy Voting Committee will
review the Policy annually to ensure that it is designed to promote the
best interests of CSAM's clients.
For the reasons disclosed below under "Conflicts," the Proxy Voting
Committee has engaged the services of an independent third party
(initially, Institutional Shareholder Services ("ISS")) to assist in issue
analysis and vote recommendation for proxy proposals. Proxy proposals
addressed by the Policy will be voted in accordance with the Policy. Proxy
proposals addressed by the Policy that require a case-by-case analysis will
be voted in accordance with the vote
recommendation of ISS. Proxy proposals not addressed by the Policy will
also be voted in accordance with the vote recommendation of ISS. To the
extent that the Proxy Voting Committee proposes to deviate from the Policy
or the ISS vote recommendation, the Committee shall obtain client consent
as described below.
CSAM investment professionals may submit a written recommendation to the
Proxy Voting Committee to vote in a manner inconsistent with the Policy
and/or the recommendation of ISS. Such recommendation will set forth its
basis and rationale. In addition, the investment professional must confirm
in writing that he/she is not aware of any conflicts of interest concerning
the proxy matter or provide a full and complete description of the
conflict.
Conflicts
CSAM is the institutional and mutual fund asset management arm of Credit
Suisse First Boston, which is part of Credit Suisse Group, one of the
world's largest financial organizations. As part of a global, full service
investment-bank, broker-dealer, and asset-management organization, CSAM and
its affiliates and personnel may have multiple advisory, transactional,
financial, and other interests in securities, instruments, and companies
that may be purchased or sold by CSAM for its clients' accounts. The
interests of CSAM and/or its affiliates and personnel may conflict with the
interests of CSAM's clients in connection with any proxy issue. In
addition, CSAM may not be able to identify all of the conflicts of interest
relating to any proxy matter.
Consent
In each and every instance in which the Proxy Voting Committee favors
voting in a manner that is inconsistent with the Policy or the vote
recommendation of ISS (including proxy proposals addressed and not
addressed by the Policy), it shall disclose to the client conflicts of
interest information and obtain client consent to vote. Where the client is
a Fund, disclosure shall be made to any one director who is not an
"interested person," as that term is defined under the Investment Company
Act of 1940, as amended, of the Fund.
Recordkeeping
CSAM is required to maintain in an easily accessible place for five years all
records relating to proxy voting.
These records include the following:
- a copy of the Policy;
- a copy of each proxy statement received on behalf of CSAM clients;
- a record of each vote cast on behalf of CSAM clients;
- a copy of all documents created by CSAM personnel that were material
to making a decision on a vote or that memorializes the basis for the
decision; and
- a copy of each written request by a client for information on how CSAM
voted proxies, as well as a copy of any written response.
CSAM reserves the right to maintain certain required proxy records with ISS
in accordance with all applicable regulations.
Disclosure
CSAM will describe the Policy to each client. Upon request, CSAM will
provide any client with a copy of the Policy. CSAM will also disclose to
its clients how they can obtain information on their proxy votes.
ISS will capture data necessary for Funds to file Form N-PX on an annual
basis concerning their proxy voting record in accordance with applicable
law.
Procedures
The Proxy Voting Committee will administer the voting of all client
proxies. CSAM has engaged ISS as an independent third party proxy voting
service to assist in the voting of client proxies. ISS will coordinate with
each client's custodian to ensure that proxy materials reviewed by the
custodians are processed in a timely fashion. ISS will provide CSAM with an
analysis of proxy issues and a vote recommendation for proxy proposals. ISS
will refer proxies to the Proxy Voting Committee for instructions when the
application of the Policy is not clear. The Proxy Voting Committee will
notify ISS of any changes to the Policy or deviating thereof.
PROXY VOTING POLICY
Operational Items
Adjourn Meeting
Proposals to provide management with the authority to adjourn an
annual or special meeting will be determined on a case-by-case basis.
Amend Quorum Requirements
Proposals to reduce quorum requirements for shareholder meetings below
a majority of the shares outstanding will be determined on a
case-by-case basis.
Amend Minor Bylaws
Generally vote for bylaw or charter changes that are of a housekeeping
nature.
Change Date, Time, or Location of Annual Meeting
Generally vote for management proposals to change the
date/time/location of the annual meeting unless the proposed change is
unreasonable. Generally vote against shareholder proposals to change
the date/time/location of the annual meeting unless the current
scheduling or location is unreasonable.
Ratify Auditors
Generally vote for proposals to ratify auditors unless: (1) an auditor
has a financial interest in or association with the company, and is
therefore not independent; (2) fees for non-audit services are
excessive, or (3) there is reason to believe that the independent
auditor has rendered an opinion, which is neither accurate nor
indicative of the company's financial position. Generally vote on a
case-by-case basis on shareholder proposals asking companies to
prohibit their auditors from engaging in non-audit services (or
capping the level of non-audit services). Generally vote on a
case-by-case basis on auditor rotation proposals taking into
consideration: (1) tenure of audit firm; (2) establishment and
disclosure of a renewal process whereby the auditor is regularly
evaluated for both audit quality and competitive price; (3) length of
the rotation period advocated in the proposal, and (4) significant
audit related issues.
Board of Directors
Voting on Director Nominees in Uncontested Elections
Generally votes on director nominees on a case-by-case basis. Votes
may be withheld: (1) from directors who attended less than 75% of the
board and committee meetings without a valid reason for the absences;
(2) implemented or renewed a dead-hand poison pill; (3) ignored a
shareholder proposal that was approved by a majority of the votes cast
for two consecutive years; (4) ignored a shareholder proposal approved
by a majority of the shares outstanding; (5) have failed to act on
takeover offers where the majority of the shareholders have tendered
their shares; (6) are inside directors or affiliated outside directors
and sit on the audit, compensation, or nominating committee; (7) are
inside directors or affiliated outside directors and the full board
serves as the audit, compensation, or nominating committee or the
company does not have one of these committees; or (8) are audit
committee members and the non-audit fees paid to the auditor are
excessive
Cumulative Voting
Proposals to eliminate cumulative voting will be determined on a
case-by-case basis. Proposals to restore or provide for cumulative
voting in the absence of sufficient good governance provisions and/or
poor relative shareholder returns will be determined on a case-by-case
basis.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability
protection generally evaluated on a case-by-case basis. Generally vote
against proposals that would: (1) eliminate entirely directors' and
officers' liability for monetary damages for violating the duty of
care; or (2) expand coverage beyond just legal expenses to acts, such
as negligence, that are more serious violations of fiduciary
obligation than mere carelessness. Generally vote for only those
proposals providing such expanded coverage in cases when a director's
or officer's legal defense was unsuccessful if: (1) the director was
found to have acted in good faith and in a manner that he reasonably
believed was in the best interests of the company, and (2) only if the
director's legal expenses would be covered.
Filling Vacancies/Removal of Directors
Generally vote against proposals that provide that directors may be
removed only for cause. Generally vote for proposals to restore
shareholder ability to remove directors with or without cause.
Proposals that provide that only continuing directors may elect
replacements to fill board vacancies will be determined on a
case-by-case basis. Generally vote for proposals that permit
shareholders to elect directors to fill board vacancies.
Independent Chairman (Separate Chairman/CEO)
Generally vote for shareholder proposals requiring the position of
chairman be filled by an independent director unless there are
compelling reasons to recommend against the proposal, including: (1)
designated lead director, elected by and from the independent board
members with clearly delineated duties; (2) 2/3 independent board; (3)
all independent key committees; or (4) established governance
guidelines.
Majority of Independent Directors
Generally vote for shareholder proposals requiring that the board
consist of a majority or substantial majority (two-thirds) of
independent directors unless the board composition already meets the
adequate threshold. Generally vote for shareholder proposals requiring
the board audit, compensation, and/or nominating committees be
composed exclusively of independent directors if they currently do not
meet that standard. Generally withhold votes from insiders and
affiliated outsiders sitting on the audit, compensation, or nominating
committees. Generally withhold votes from insiders and affiliated
outsiders on boards that are
lacking any of these three panels. Generally withhold votes from
insiders and affiliated outsiders on boards that are not at least
majority independent.
Term Limits
Generally vote against shareholder proposals to limit the tenure of
outside directors.
Proxy Contests
Voting on Director Nominees in Contested Elections
Votes in a contested election of directors should be decided on a
case-by-case basis, with shareholders determining which directors are
best suited to add value for shareholders. The major decision factors
are: (1) company performance relative to its peers; (2) strategy of
the incumbents versus the dissidents; (3) independence of
directors/nominees; (4) experience and skills of board candidates; (5)
governance profile of the company; (6) evidence of management
entrenchment; (7) responsiveness to shareholders; or (8) whether
takeover offer has been rebuffed.
Amend Bylaws without Shareholder Consent
Proposals giving the board exclusive authority to amend the bylaws
will be determined on a case-by-case basis. Proposals giving the board
the ability to amend the bylaws in addition to shareholders will be
determined on a case-by-case basis.
Confidential Voting
Generally vote for shareholder proposals requesting that corporations
adopt confidential voting, use independent vote tabulators and use
independent inspectors of election, as long as the proposal includes a
provision for proxy contests as follows: In the case of a contested
election, management should be permitted to request that the dissident
group honor its confidential voting policy. If the dissidents agree,
the policy may remain in place. If the dissidents will not agree, the
confidential voting policy may be waived. Generally vote for
management proposals to adopt confidential voting.
Cumulative Voting
Proposals to eliminate cumulative voting will be determined on a
case-by-case basis. Proposals to restore or provide for cumulative
voting in the absence of sufficient good governance provisions and/or
poor relative shareholder returns will be determined on a case-by-case
basis.
Antitakeover Defenses and Voting Related Issues
Advance Notice Requirements for Shareholder Proposals/Nominations
Votes on advance notice proposals are determined on a case-by-case
basis.
Amend Bylaws without Shareholder Consent
Proposals giving the board exclusive authority to amend the bylaws
will be determined on a case-by-case basis. Generally vote for
proposals giving the board the ability to amend the bylaws in addition
to shareholders.
Poison Pills (Shareholder Rights Plans)
Generally vote for shareholder proposals requesting that the company
submit its poison pill to a shareholder vote or redeem it. Votes
regarding management proposals to ratify a poison pill should be
determined on a case-by-case basis. Plans should embody the following
attributes: (1) 20% or higher flip-in or flip-over; (2) two to three
year sunset provision; (3) no dead-hand or no-hand features; or (4)
shareholder redemption feature
Shareholders' Ability to Act by Written Consent
Generally vote against proposals to restrict or prohibit shareholders'
ability to take action by written consent. Generally vote for
proposals to allow or make easier shareholder action by written
consent.
Shareholders' Ability to Call Special Meetings
Proposals to restrict or prohibit shareholders' ability to call
special meetings or that remove restrictions on the right of
shareholders to act independently of management will be determined on
a case-by-case basis.
Supermajority Vote Requirements
Proposals to require a supermajority shareholder vote will be
determined on a case-by-case basis Proposals to lower supermajority
vote requirements will be determined on a case-by-case basis.
Merger and Corporate Restructuring
Appraisal Rights
Generally vote for proposals to restore, or provide shareholders with,
rights of appraisal.
Asset Purchases
Generally vote case-by-case on asset purchase proposals, taking into
account: (1) purchase price, including earnout and contingent
payments; (2) fairness opinion; (3) financial and strategic benefits;
(4) how the deal was negotiated; (5) conflicts of interest; (6) other
alternatives for the business; or (7) noncompletion risk (company's
going concern prospects, possible bankruptcy).
Asset Sales
Votes on asset sales should be determined on a case-by-case basis
after considering: (1) impact on the balance sheet/working capital;
(2) potential elimination of diseconomies; (3) anticipated financial
and operating benefits; (4) anticipated use of funds; (5) value
received for the asset; fairness opinion (if any); (6) how the deal
was negotiated; or (6) Conflicts of interest
Conversion of Securities
Votes on proposals regarding conversion of securities are determined
on a case-by-case basis. When evaluating these proposals, should
review (1) dilution to existing shareholders' position; (2) conversion
price relative to market value; (3) financial issues: company's
financial situation and degree of need for capital; effect of the
transaction on the company's cost of capital; (4) control issues:
change in management; change in control; standstill provisions and
voting agreements; guaranteed contractual board and committee seats
for investor; veto power over certain corporate actions; (5)
termination penalties; (6) conflict of interest: arm's length
transactions, managerial incentives. Generally vote for the conversion
if it is expected that the company will be subject to onerous
penalties or will be forced to file for bankruptcy if the transaction
is not approved.
Corporate Reorganization
Votes on proposals to increase common and/or preferred shares and to
issue shares as part of a debt restructuring plan are determined on a
case-by-case basis, after evaluating: (1) dilution to existing
shareholders' position; (2) terms of the offer; (3) financial issues;
(4) management's efforts to pursue other alternatives; (5) control
issues; (6) conflict of interest. Generally vote for the debt
restructuring if it is expected that the company will file for
bankruptcy if the transaction is not approved.
Reverse Leveraged Buyouts
Votes on proposals to increase common and/or preferred shares and to
issue shares as part of a debt restructuring plan are determined on a
case-by-case basis, after evaluating: (1) dilution to existing
shareholders' position; (2) terms of the offer; (3) financial issues;
(4) management's efforts to pursue other alternatives; (5) control
issues; (6) conflict of interest. Generally vote
for the debt restructuring if it is expected that the company will
file for bankruptcy if the transaction is not approved.
Formation of Holding Company
Votes on proposals regarding the formation of a holding company should
be determined on a case-by-case basis taking into consideration: (1)
the reasons for the change; (2) any financial or tax benefits; (3)
regulatory benefits; (4) increases in capital structure; (5) changes
to the articles of incorporation or bylaws of the company. Absent
compelling financial reasons to recommend the transaction, generally
vote against the formation of a holding company if the transaction
would include either of the following: (1) increases in common or
preferred stock in excess of the allowable maximum as calculated a
model capital structure; (2) adverse changes in shareholder rights;
(3) going private transactions; (4) votes going private transactions
on a case-by-case basis, taking into account: (a) offer price/premium;
(b) fairness opinion; (c) how the deal was negotiated; (d) conflicts
of interest; (e) other alternatives/offers considered; (f)
noncompletion risk.
Joint Ventures
Vote on a case-by-case basis on proposals to form joint ventures,
taking into account: (1) percentage of assets/business contributed;
(2) percentage ownership; (3) financial and strategic benefits; (4)
governance structure; (5) conflicts of interest; (6) other
alternatives; (7) noncompletion risk; (8) liquidations. Votes on
liquidations should be determined on a case-by-case basis after
reviewing: (1) management's efforts to pursue other alternatives such
as mergers; (2) appraisal value of the assets (including any fairness
opinions); (3) compensation plan for executives managing the
liquidation. Generally vote for the liquidation if the company will
file for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
Votes on mergers and acquisitions should be considered on a
case-by-case basis, determining whether the transaction enhances
shareholder value by giving consideration to: (1) prospects of the
combined companies; (2) anticipated financial and operating benefits;
(3) offer price; (4) fairness opinion; (5) how the deal was
negotiated; (6) changes in corporate governance and their impact on
shareholder rights; (7) change in the capital structure; (8) conflicts
of interest.
Private Placements
Votes on proposals regarding private placements should be determined
on a case-by-case basis. When evaluating these proposals, should
review: (1) dilution to existing shareholders' position; (2) terms of
the offer; (3) financial issues; (4) management's efforts to pursue
alternatives such as mergers; (5) control issues; (6) conflict of
interest. Generally vote for the
private placement if it is expected that the company will file for
bankruptcy if the transaction is not approved.
Prepackaged Bankruptcy Plans
Votes on proposals to increase common and/or preferred shares and to
issue shares as part of a debt restructuring plan are determined on a
case-by-case basis, after evaluating: (1) dilution to existing
shareholders' position; (2) terms of the offer; (3) financial issues;
(4) management's efforts to pursue other alternatives; (5) control
issues; (6) conflict of interest. Generally vote for the debt
restructuring if it is expected that the company will file for
bankruptcy if the transaction is not approved.
Recapitalization
Votes case-by-case on recapitalizations (reclassifications of
securities), taking into account: (1) more simplified capital
structure; (2) enhanced liquidity; (3) fairness of conversion terms,
including fairness opinion; (4) impact on voting power and dividends;
(5) reasons for the reclassification; (6) conflicts of interest; (7)
other alternatives considered.
Reverse Stock Splits
Generally vote for management proposals to implement a reverse stock
split when the number of authorized shares will be proportionately
reduced. Generally vote for management proposals to implement a
reverse stock split to avoid delisting. Votes on proposals to
implement a reverse stock split that do not proportionately reduce the
number of shares authorized for issue should be determined on a
case-by-case basis.
Spinoffs
Votes on spinoffs should be considered on a case-by-case basis
depending on: (1) tax and regulatory advantages; (2) planned use of
the sale proceeds; (3) valuation of spinoff; fairness opinion; (3)
benefits that the spinoff may have on the parent company including
improved market focus; (4) conflicts of interest; managerial
incentives; (5) any changes in corporate governance and their impact
on shareholder rights; (6) change in the capital structure
Value Maximization Proposals
Vote case-by-case on shareholder proposals seeking to maximize
shareholder value.
Capital Structure
Adjustments to Par Value of Common Stock
Generally vote for management proposals to reduce the par value of
common stock unless the action is being taken to facilitate an
antitakeover device or some other negative corporate governance
action. Generally vote for management proposals to eliminate par
value.
Common Stock Authorization
Votes on proposals to increase the number of shares of common stock
authorized for issuance are determined on a case-by-case basis.
Generally vote against proposals at companies with dual-class capital
structures to increase the number of authorized shares of the class of
stock that has superior voting rights. Generally vote for proposals to
approve increases beyond the allowable increase when a company's
shares are in danger of being delisted or if a company's ability to
continue to operate as a going concern is uncertain.
Dual-class Stock
Generally vote against proposals to create a new class of common stock
with superior voting rights. Generally vote for proposals to create a
new class of nonvoting or subvoting common stock if: (1) it is
intended for financing purposes with minimal or no dilution to current
shareholders; (2) it is not designed to preserve the voting power of
an insider or significant shareholder.
Issue Stock for Use with Rights Plan
Generally vote against proposals that increase authorized common stock
for the explicit purpose of implementing a shareholder rights plan.
Preemptive Rights
Votes regarding shareholder proposals seeking preemptive rights should
be determined on a case-by-case basis after evaluating: (1) the size
of the company; (2) the shareholder base; (3) the liquidity of the
stock
Preferred Stock
Generally vote against proposals authorizing the creation of new
classes of preferred stock with unspecified voting, conversion,
dividend distribution, and other rights ("blank check" preferred
stock). Generally vote for proposals to create "declawed" blank check
preferred stock (stock that cannot be used as a takeover defense).
Generally vote for proposals to authorize preferred stock in cases
where the company specifies the voting, dividend, conversion, and
other rights of such stock and the terms of the preferred stock appear
reasonable. Generally vote against proposals to increase the number of
blank check preferred stock authorized for issuance when no shares
have been issued or reserved for a specific purpose. Generally vote
case-by-case on proposals to increase the number of blank check
preferred shares after analyzing the number of preferred shares
available for issue given a company's industry and performance in
terms of shareholder returns.
Recapitalization
Vote case-by-case on recapitalizations (reclassifications of
securities), taking into account: (1) more simplified capital
structure; (2) enhanced liquidity; (3) fairness of conversion terms,
including fairness opinion; (4) impact on voting power and dividends;
(5) reasons for the reclassification; (6) conflicts of interest; (7)
other alternatives considered.
Reverse Stock Splits
Generally vote for management proposals to implement a reverse stock
split when the number of authorized shares will be proportionately
reduced. Generally vote for management proposals to implement a
reverse stock split to avoid delisting. Votes on proposals to
implement a reverse stock split that do not proportionately reduce the
number of shares authorized for issue should be determined on a
case-by-case basis.
Share Repurchase Programs
Generally vote for management proposals to institute open-market share
repurchase plans in which all shareholders may participate on equal
terms.
Stock Distributions: Splits and Dividends
Generally vote for management proposals to increase the common share
authorization for a stock split or share dividend, provided that the
increase in authorized shares would not result in an excessive number
of shares available for issuance.
Tracking Stock
Votes on the creation of tracking stock are determined on a
case-by-case basis, weighing the strategic value of the transaction
against such factors as: (1) adverse governance changes; (2) excessive
increases in authorized capital stock; (3) unfair method of
distribution; (4) diminution of voting rights; (5) adverse conversion
features; (6) negative impact on stock option plans; (7) other
alternatives such as a spinoff.
Executive and Director Compensation
Executive and Director Compensation
Votes on compensation plans for directors are determined on a
case-by-case basis.
Stock Plans in Lieu of Cash
Votes for plans which provide participants with the option of taking
all or a portion of their cash compensation in the form of stock are
determined on a case-by-case basis. Generally vote for plans which
provide a dollar-for-dollar cash for stock exchange. Votes for plans
which do not provide a dollar-for-dollar cash for stock exchange
should be determined on a case-by-case basis.
Director Retirement Plans
Generally vote against retirement plans for nonemployee directors.
Generally vote for shareholder proposals to eliminate retirement plans
for nonemployee directors.
Management Proposals Seeking Approval to Reprice Options
Votes on management proposals seeking approval to reprice options are
evaluated on a case-by-case basis giving consideration to the
following: (1) historic trading patterns; (2) rationale for the
repricing; (3) value-for-value exchange; (4) option vesting; (5) term
of the option; (6) exercise price; (7) participants; (8) employee
stock purchase plans. Votes on employee stock purchase plans should be
determined on a case-by-case basis. Generally vote for employee stock
purchase plans where: (1) purchase price is at least 85 percent of
fair market value; (2) offering period is 27 months or less, and (3)
potential voting power dilution (VPD) is ten percent or less.
Generally vote against employee stock purchase plans where either: (1)
purchase price is less than 85 percent of fair market value; (2)
Offering period is greater than 27 months, or (3) VPD is greater than
ten percent
Incentive Bonus Plans and Tax Deductibility Proposals
Generally vote for proposals that simply amend shareholder-approved
compensation plans to include administrative features or place a cap
on the annual grants any one participant may receive. Generally vote
for proposals to add performance goals to existing compensation plans.
Votes to amend existing plans to increase shares reserved and to
qualify for favorable tax treatment considered on a case-by-case
basis. Generally vote for cash or cash and stock bonus plans that are
submitted to shareholders for the purpose of exempting compensation
from taxes if no increase in shares is requested.
Employee Stock Ownership Plans (ESOPs)
Generally vote for proposals to implement an ESOP or increase
authorized shares for existing ESOPs, unless the number of shares
allocated to the ESOP is excessive (more than five percent of
outstanding shares.)
401(k) Employee Benefit Plans
Generally vote for proposals to implement a 401(k) savings plan for
employees.
Shareholder Proposals Regarding Executive and Director Pay
Generally vote for shareholder proposals seeking additional disclosure
of executive and director pay information, provided the information
requested is relevant to shareholders' needs, would not put the
company at a competitive disadvantage relative to its industry, and is
not unduly burdensome to the company. Generally vote against
shareholder proposals seeking to set absolute levels on compensation
or otherwise dictate the amount or form of compensation. Generally
vote against shareholder proposals requiring director fees be paid in
stock only. Generally vote for shareholder proposals to put option
repricings to a shareholder vote. Vote for shareholders proposals to
exclude pension fund income in the calculation of earnings used in
determining executive bonuses/compensation. Vote on a case-by-case
basis for all other shareholder proposals regarding executive and
director pay, taking into account company performance, pay level
versus peers, pay level versus industry, and long term corporate
outlook.
Performance-Based Option Proposals
Generally vote for shareholder proposals advocating the use of
performance-based equity awards (indexed, premium-priced, and
performance-vested options), unless: (1) the proposal is overly
restrictive; or (2) the company demonstrates that it is using a
substantial portion of performance-based awards for its top
executives.
Stock Option Expensing
Generally vote for shareholder proposals asking the company to expense
stock options unless the company has already publicly committed to
start expensing by a specific date.
Golden and Tin Parachutes
Generally vote for shareholder proposals to require golden and tin
parachutes to be submitted for shareholder ratification, unless the
proposal requires shareholder approval prior to entering into
employment contracts. Vote on a case-by-case basis on proposals to
ratify or cancel golden or tin parachutes.
May 17, 2005
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Information pertaining to the Chief Investment Officer of The Chile Fund, Inc.,
as of December 31, 2005, is set forth below.
Matthew Hickman Director of Credit Suisse; Financial Advisor with
Chief Investment Global Advisors from July 2003 to November 2003;
Officer Since 2004 General Manager of Compass Group Investment
Advisors S.A. from February 2002 to July 2003;
Date of Birth: 01/21/64 Financial Advisor with Credit Suisse First Boston
from August 2000 to February 2002; Director of ABN
AMRO from September 1998 to August 2000; Officer
of other Credit Suisse Funds
Registered Investment Companies, Pooled Investment Vehicles and Other
Accounts Managed
As reported to the Registrant, the information in the
following table reflects the number of registered investment companies, pooled
investment vehicles and other accounts managed by Matthew Hickman and the total
assets managed within each category as of December 31, 2005.
REGISTERED INVESTMENT OTHER POOLED INVESTMENT
COMPANIES VEHICLES OTHER ACCOUNTS
--------------------------------------------------------------------------------
4 $ 589 million 1 $ 76 million 0 N/A
No advisory fee is paid based on performance for any of the accounts listed
above.
Potential Conflicts of Interest
It is possible that conflicts of interest may arise in
connection with the portfolio managers' management of the Portfolio's
investments on the one hand and the investments of other accounts on the other.
For example, the portfolio managers may have conflicts of interest in allocating
management time, resources and investment opportunities among the Portfolio and
other accounts they advise. In addition due to differences in the investment
strategies or restrictions between the Portfolio and the other accounts, the
portfolio managers may take action with respect to another account that differs
from the action taken with respect to the Portfolio. Credit Suisse has adopted
policies and procedures that are designed to minimize the effects of these
conflicts.
If Credit Suisse believes that the purchase or sale of a
security is in the best interest of more than one client, it may (but is not
obligated to) aggregate the orders to be sold or purchased to seek favorable
execution or lower brokerage commissions, to the extent permitted by applicable
laws
and regulations. Credit Suisse may aggregate orders if all participating
client accounts benefit equally (i.e., all receive an average price of the
aggregated orders). In the event Credit Suisse aggregates an order for
participating accounts, the method of allocation will generally be determined
prior to the trade execution. Although no specific method of allocation of
transactions (as well as expenses incurred in the transactions) is expected to
be used, allocations will be designed to ensure that over time all clients
receive fair treatment consistent with Credit Suisse's fiduciary duty to its
clients (including its duty to seek to obtain best execution of client trades).
The accounts aggregated may include registered and unregistered investment
companies managed by Credit Suisse's affiliates and accounts in which Credit
Suisse's officers, directors, agents, employees or affiliates own interests.
Applicant may not be able to aggregate securities transactions for clients who
direct the use of a particular broker-dealer, and the client also may not
benefit from any improved execution or lower commissions that may be available
for such transactions.
Compensation
Matthew Hickman is compensated for his services by Credit
Suisse. His compensation consists of a fixed base salary and a discretionary
bonus that is not tied by formula to the performance of any fund or account. The
factors taken into account in determining his bonus include the Fund's
performance, assets held in the Fund and other accounts managed by the portfolio
managers, business growth, team work, management, corporate citizenship, etc. A
portion of the bonus may be paid in phantom shares of Credit Suisse Group stock
as deferred compensation. Like all employees of Credit Suisse, these portfolio
managers participate in Credit Suisse's profit sharing and 401(k) plans.
Securities Ownership. As of December 31, 2005, Mr. Hickman did not own any
shares of the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
None.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's board of directors since the registrant
last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(g)
of Schedule 14A in its definitive proxy statement dated March 1, 2005.
ITEM 11. CONTROLS AND PROCEDURES.
(a) As of a date within 90 days from the filing date of this report, the
principal executive officer and principal financial officer concluded that the
registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the "Act")) were effective based on
their evaluation of the disclosure controls and procedures required by Rule
30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934.
(b) There were no changes in registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the
second fiscal quarter of the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the registrant's
internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Registrant's Code of Ethics is an exhibit to this report.
(a)(2) The certifications of the registrant as required by Rule 30a-2(a) under
the Act are exhibits to this report.
(a)(3) Not applicable.
(b) The certifications of the registrant as required by Rule 30a-2(b) under
the Act are an exhibit to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 and the Investment Company Act of 1940, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE CHILE FUND, INC.
/s/ Steven B. Plump
------------------------------
Name: Steven B. Plump
Title: Chief Executive Officer
Date: March 9, 2006
Pursuant to the requirements of the Securities Exchange Act of
1934 and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Steven B. Plump
------------------------------
Name: Steven B. Plump
Title: Chief Executive Officer
Date: March 9, 2006
/s/ Michael A. Pignataro
--------------------------------
Name: Michael A. Pignataro
Title: Chief Financial Officer
Date: March 9, 2006