LATIN AMERICA EQUITY FUND INC, DEF 14A, 1998-03-11

LATIN AMERICA EQUITY FUND INC
DEF 14A, 1998-03-11

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

The Latin America Equity Fund, Inc.

- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FRIDAY, APRIL 24, 1998
-----------------

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") will be
held at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East
53rd Street, 47th Floor, New York, New York 10022, on Friday, April 24, 1998,
commencing at the following times:

<TABLE>
<S> <C>
The Indonesia Fund, Inc.......................................... 10:00 a.m.
The Chile Fund, Inc.............................................. 10:30 a.m.
The Latin America Equity Fund, Inc............................... 11:00 a.m.
The Latin America Investment Fund, Inc. ("LAM").................. 11:30 a.m.
The Portugal Fund, Inc........................................... 12:00 p.m.
</TABLE>

The meetings are being held to consider and vote on the following matters
for each Fund (other than Proposal 3, which is to be voted on only at the
meeting of shareholders of LAM) as described in the accompanying joint proxy
statement (the "Joint Proxy Statement") and such other matters as may properly
come before the meetings or any adjournments thereof:

<TABLE>
<CAPTION>
PROPOSALS
----------------------------------------
<C> <S> <C> <C> <C> <C> <C>
1. Election of Directors.
2. Ratification of Coopers & Lybrand L.L.P.
as independent public accountants.
3. Approval of the Investment Advisory
Agreement between LAM and Salomon
Brothers Asset Management, Inc.
</TABLE>

The close of business on February 23, 1998 has been fixed as the record date
for the determination of the shareholders of the Funds entitled to notice of,
and to vote at, the meetings.

This notice and related proxy material are first being mailed on or about
March 11, 1998.

By order of each Board of Directors,

/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY OF EACH FUND

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

Dated: March 11, 1998
New York, New York
<PAGE>
THE CHILE FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
THE PORTUGAL FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------

JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FRIDAY, APRIL 24, 1998
-----------------

This Joint Proxy Statement is furnished in connection with a solicitation of
proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders to be held
at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022, on Friday, April 24, 1998 and at
any adjournments thereof (each a "Meeting" and collectively, the "Meetings"). A
Notice of Annual Meetings of Shareholders and a proxy card or cards (the
"Proxy") accompany this Joint Proxy Statement. Proxy solicitations will be made
primarily by mail, but solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Funds, BEA
Associates, the investment adviser to the Funds ("BEA"), Bear Stearns Funds
Management Inc., U.S. administrator to the Funds (the "U.S. Administrator"), or
MacKenzie Partners, Inc. ("MacKenzie"), a proxy solicitation firm that has been
retained by each of the Funds and which will receive a fee of approximately
$3,500 per Fund and will be reimbursed for its reasonable expenses. All costs of
solicitation, including (a) printing and mailing of this Joint Proxy Statement
and accompanying material, (b) the reimbursement of brokerage firms and others
for their expenses in forwarding solicitation material to the beneficial owners
of the Funds' shares, (c) payment of MacKenzie for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
the Funds. This Joint Proxy Statement is expected to be mailed to shareholders
on or about March 11, 1998.

The principal executive office of BEA is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 245 Park Avenue, 15th Floor, New York, New York
10167. Salomon Brothers Asset Management, Inc ("SBAM"), located at 7 World Trade
Center, New York, New York 10048, serves as investment adviser to The Latin
America Investment Fund, Inc. ("LAM") with respect to investments in external
debt obligations of Latin American governments or governmental entities. Celfin
Servicios Financieros Limitada ("Celfin"), located at Apoquindo 3721, Piso 19,
Santiago, Chile, serves as Chilean investment sub-adviser and Chilean
sub-administrator to The Chile Fund, Inc. ("CH"), The Latin America Equity Fund,
Inc. ("LAQ") and LAM.

1
<PAGE>
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 1997 have previously been furnished to the
shareholders of the respective Funds. The reports are not to be regarded as
proxy-soliciting material.

If the enclosed Proxy is properly executed and returned in time to be voted
at the Meetings, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
the ratification of the selection of Coopers & Lybrand L.L.P. as independent
public accountants, and regarding LAM Proxies only, FOR the approval of the
Investment Advisory Agreement (the "Advisory Agreement") between LAM and SBAM
and in accordance with the judgment of the persons appointed as proxies upon any
other matter that may properly come before the Meeting. Any shareholder giving a
Proxy has the right to attend a Meeting to vote his shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time by
written notice received by a Fund prior to the time it is voted.

In the event that a quorum is present at a Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of Proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Joint
Proxy Statement prior to any adjournment if sufficient votes have been received
and it is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of a Fund entitled to vote at a Meeting. For purposes of determining the
presence of a quorum for transacting business at a Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted.

Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy, Proposal 2 requires for approval
the vote of a majority of the votes cast at a Meeting in person or by proxy and
Proposal 3 requires for approval the affirmative vote of a "majority" of the
outstanding Shares (as defined below) of LAM. "Majority" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), means the lesser of
(a) 67% of the Shares present at the LAM Meeting if the holders of more than 50%
of the outstanding Shares are present in person or by proxy or (b) more than 50%
of the outstanding Shares. Because abstentions and broker non-votes are not
treated as shares voted, any abstentions and broker non-votes would have no
impact on such proposals.

Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 23, 1998, the following
number of Shares of each Fund were issued and outstanding:

<TABLE>
<S> <C> <C>
CH....................................... 14,193,148 Shares
The Indonesia Fund, Inc. ("IF").......... 4,608,989 Shares
LAQ...................................... 8,623,728 Shares
LAM...................................... 7,951,239 Shares
The Portugal Fund, Inc. ("PGF").......... 5,346,340 Shares
</TABLE>

2
<PAGE>
This Joint Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own Shares of
more than one Fund, to avoid burdening shareholders with more than one proxy
statement. Shares of a Fund are entitled to one vote each at such Fund's Meeting
and fractional Shares are entitled to proportionate shares of one vote. To the
extent information relating to common ownership is available to the Funds, a
shareholder that owns of record Shares in two or more of the Funds will receive
a package containing a Joint Proxy Statement and Proxies for the Funds in which
such shareholder is a record owner. If the information relating to common
ownership is not available to the Funds, a shareholder that beneficially owns
Shares in two or more Funds may receive two or more packages each containing a
Joint Proxy Statement and a Proxy for each Fund in which such shareholder is a
beneficial owner. Thus, if a proposal is approved by shareholders of one Fund
and disapproved by shareholders of other Funds, the proposal will be implemented
for the Fund that approved the proposal and will not be implemented for any Fund
that did not approve the proposal. Therefore, it is essential that shareholders
complete, date, sign and return EACH enclosed Proxy.

In order that your Shares may be represented, you are requested to:
-- indicate your instructions on the Proxy or Proxies;
-- date and sign the Proxy or Proxies;
-- mail the Proxy or Proxies promptly in the enclosed envelope;
-- allow sufficient time for the Proxy or Proxies to be received before the
commencement of the applicable Meetings on April 24, 1998.

PROPOSAL 1: ELECTION OF DIRECTORS

The first proposal to be submitted at the Meetings will be the election of
directors of the Funds. Unless otherwise described below, each nominee is a
current director whose term expires on the date of the Meetings and, if elected,
will serve until the 2001 Annual Meetings of the Funds and hold office for a
term of three years and until his successor is elected and qualified. Each Board
is divided into three classes, each class having a term of no more than three
years. Each year the term of office of one class expires and the successor or
successors elected to such class will serve for a three-year term.

Effective August 12, 1997, the Board of Directors increased the number of
Directors on the Board of CH to six, and Mr. Jorge E. Desormeaux was elected by
the Board of Directors of CH to fill the vacancy thereby created. The election
of Mr. Desormeaux is now being submitted to the shareholders of CH for their
approval.

The following identifies the nominees for election to the Boards of the
Funds. Information with respect to such nominees is set forth further below.

<TABLE>
<S> <C> <C> <C>
CH: George W. Landau (three-year term) LAM: Martin M. Torino (three-year term)
William W. Priest, Jr. (three-year term) Peter A. Gordon (three-year term)
Jorge E. Desormeaux (three-year term) William W. Priest, Jr. (three-year term)

IF: Richard H. Francis (three-year term) PGF: Martin M. Torino (three-year term)
William W. Priest, Jr. (three-year term)
LAQ: Enrique R. Arzac (three-year term)
James J. Cattano (three-year term)
</TABLE>

3
<PAGE>
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Joint Proxy Statement. Each nominee or
director who is deemed an "interested person" of a Fund, as defined in the 1940
Act, is indicated by an asterisk in the following table. Messrs. Priest and Watt
are interested persons of the Funds by virtue of their positions as directors
and/or officers of BEA. Mr. Hyland is an interested person of LAM by virtue of
his position as President of SBAM and managing director of Salomon Brothers Inc.
SBAM is a wholly owned subsidiary of Salomon Brothers Inc.

The following table sets forth certain information regarding the nominees
for election to the Boards of the Funds, the directors of the Funds and the
officers and directors of the Funds as a group. Each of the nominees, the
directors and the officers of the Funds has sole voting and investment power
with respect to the Shares shown. Each nominee, each director and the officers
and directors of each Fund as a group owns less than one percent of the
outstanding Shares of such Fund.

<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1998 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ -------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>

Enrique R. Arzac (56) ........ CH: 200 Professor of Finance and CH: since 1996; current Director of six other
Columbia University LAQ: 200 Economics and Director of term ends at the 2000 BEA-advised investment
Graduate School of LAM: 200 the Financial Management annual meeting companies; Director of The
Business PGF: 200 Program, Graduate School LAQ: since 1996; current Adam Express Company;
New York, NY 10027 of Business, Columbia term ends at the 1998 Director of Petroleum and
University (1971-present). annual meeting Resources Corporation.
LAM: since 1996; current
term ends at the 2000
annual meeting
PGF: since 1996; current
term ends at the 2000
annual meeting

James J. Cattano (54) ........ CH: 256 President, Primary Re- CH: since 1989; Director of three other
78 Manor Road LAQ: 533 source Inc. (an interna- current term ends at the BEA-advised investment
Ridgefield, CT 06877 LAM: 100 tional trading company 1999 annual meeting companies.
PGF: 100 specializing in the sale LAQ: since 1991;
of agricultural current term ends at the
commodities in Latin 1998 annual meeting
American markets) LAM: since 1990;
(10/96-present); current term ends at the
President, Atlantic 1999 annual meeting PGF:
Fertilizer & Chemical since 1989; current term
Company (an international ends at the 1999 annual
trading company meeting
specializing in the sale
of agricultural
commodities in Latin
American mar-
kets)(10/91-10/96).
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1998 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ -------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>

Jorge E. Desormeaux (47) ..... CH: -- External Advisor to Banco CH: since 1997; --
c/o Hernando DeAquirre Santiago (97-present); current term ends at the
162 Office 1202 Member of Advisory 1998 annual meeting
Santiago, Chile Committee to Minister of
Finance on Tax Reform
(96-present); External Ad-
visor to Banco O'Higgins
(92-96).

Richard H. Francis (65) ...... IF: 1,000 Currently retired; Execu- IF: since 1990; --
c/o BEA Associates tive Vice President and current term ends at the
153 East 53rd Street Chief Financial Officer of 1998 annual meeting
New York, NY 10022 Pan Am Corporation and Pan
American World Airways,
Inc. (1988-1991).

Peter A. Gordon (55) ......... LAQ: -- Currently retired; General LAQ: since 1994; Director of four other
284 Coopers Neck Lane LAM: -- Partner of Ethos Capital current term ends at the BEA-advised investment
P.O. Box 1327 Management (6/92-12/95); 1999 annual meeting companies; Director of TCS
Southampton, NY 11968 Managing Director at Sal- LAM: since 1994; Fund, Inc.; Director of
omon Brothers Inc current term ends at the the Mills Corporation.
(1981-6/92). 1998 annual meeting

Michael S. Hyland* (52) ...... LAM: -- President and Director of LAM: since 1992; Director of 13 other
7 World Trade Center SBAM and Managing Di- current term ends at the SBAM-advised investment
New York, NY 10048 rector, Salomon Brothers 1999 annual meeting companies.
Inc (1989-present).

Peter J. Kaplan (55) ......... IF: 1,000 President of National Me- IF: since 1990; --
1790 Broadway dia Group, Inc. (sports current term ends at the
New York, NY 10019 marketing and management 1999 annual meeting
company)(1981-present).

George W. Landau (78) ........ CH: 1,568 Chairman of the Latin CH: since 1989; Director of four other
Two Grove Isle Drive LAQ: 2,333 American Advisory Board of current term ends at the BEA-advised investment
Coconut Grove, FL 33133 LAM: 444 the Coca-Cola Corporation 1998 annual meeting companies;
and Senior Advisor of LAQ: since 1991; Director of Emigrant
Coca-Cola International current term ends at the Savings Bank; Director of
(1988-present); President 2000 annual meeting GAM Funds, Inc.
of the Americas Society LAM: since 1990;
and Council of the current term ends at the
Americas (7/85-10/93); 2000 annual meeting
United States Ambassador
to Venezuela (1982-1985);
United States Ambassador
to Chile (1977-1982) and
United States Ambassador
to Paraguay (1972-1977).
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1998 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ -------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Jonathan W. Lubell (68) ...... PGF: -- Partner, Morrison Cohen PGF: since 1989; Director of one other
750 Lexington Avenue Singer & Weinstein (a law current term ends at the BEA-advised investment
New York, NY 10022 firm) (2/89-present). 2000 annual meeting company.

C. Oscar Morong, Jr. (62) .... IF: -- Managing Director, Morong IF: since 1990; Chairman of the Board of
c/o BEA Associates Capital Management current term ends at the the Landmark Family of
153 East 53rd Street (1/93-present); Senior 2000 annual meeting Funds and Director of MAS
New York, NY 10022 Vice Funds.
President--Investments of
TIAA-CREF (retired 1/93).

William W. Priest, Jr.* CH: -- Chairman-Management CH: since 1997; Director of six other
(56) . . IF: -- Committee, Chief Execu- current term ends at the BEA-advised investment
153 East 53rd Street LAQ: -- tive Officer and Executive 1998 annual meeting companies.
New York, NY 10022 LAM: -- Director of BEA IF: since 1990;
PGF: -- (12/90-present). current term ends at the
2000 annual meeting
LAQ: since 1997; current
term ends at the 1999
annual meeting
LAM: since 1997; current
term ends at the 1998
annual meeting
PGF: since 1997; current
term ends at the 1998
annual meeting

Martin M. Torino (48) ........ LAQ: -- Chairman of the Board of LAQ: since 1991; Director of three other
Reconquista 365, 9th Fl. LAM: -- Ingenio y Refineria San current term ends at the BEA-advised investment
Capital Federal 1003 PGF: -- Martin Del Tabacal S.A. 1999 annual meeting companies.
Buenos Aires, Argentina (8/96-present); Executive LAM: since 1990;
Director of TAU S.A. (a current term ends at the
commodities trading firm) 1998 annual meeting
(11/90-present); President PGF: since 1989;
of DYAT S.A. current term ends at the
(10/93-present); Executive 1998 annual meeting
Vice President of Louis
Dreyfus Sugar, Inc.
(84-91).
</TABLE>

6
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY CURRENT PRINCIPAL DIRECTOR AND TERM OF MEMBERSHIP ON BOARDS
OWNED ON OCCUPATION MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 1998 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- ------------------------------ -------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Richard W. Watt* (39) ........ CH: 700 Managing Director of BEA CH: since 1997; Director of four other
153 East 53rd Street LAQ: 990 (7/96-present); Senior current term ends at the BEA-advised investment
New York, NY 10022 LAM: 900 Vice President of BEA 1999 annual meeting companies.
PGF: 870 (8/95-present); Head of LAQ: since 1995;
Emerging Markets current term ends at the
Investments and Research 2000 annual meeting
at Gartmore Investment LAM: since 1997;
Limited (11/92-6/95); current term ends at the
Director of Kleinwort 2000 annual meeting
Benson International PGF: since 1997;
Investment (5/87-10/92). current term ends at the
1999 annual meeting

All directors and officers
as a group

CH (10):................ 2,724

IF (9):................. 2,000

LAQ (11):............... 4,056

LAM (12):............... 1,997

PGF (10):............... 1,170
</TABLE>

During the fiscal year ended December 31, 1997, each director who is not a
director, officer, partner, co-partner or employee of BEA, SBAM, or any
affiliate thereof, received an annual fee of $5,000 and $500 for each meeting of
the Board attended by him and was reimbursed for expenses incurred in connection
with his attendance at the Board meetings. The total remuneration paid by CH,
IF, LAQ, LAM and PGF during the fiscal year 1997 to all such unaffiliated
directors was $24,500, $21,000, $42,000, $41,500 and $28,000, respectively.
During the fiscal year 1997, the Board of CH, IF, LAQ, LAM and PGF convened 5,
6, 9, 9, and 5 times, respectively. Each director except Mr. Priest (LAM, LAQ)
attended at least seventy-five percent of the aggregate number of meetings of
the Boards and any committees on which he served.

The Funds' Audit Committees are composed of directors who are not interested
persons of the Funds. Messrs. Arzac, Cattano and Landau are the members of the
Audit Committee of CH; Messrs. Francis, Kaplan and Morong are the members of the
Audit Committee of IF; Messrs. Arzac, Cattano, Gordon, Landau and Torino are the
members of the Audit Committee of LAQ and LAM and Messrs. Arzac, Cattano, Lubell
and Torino are the members of the Audit Committee of PGF. The Audit Committee of
each of CH, IF, LAQ, LAM and PGF convened twice during the fiscal year 1997. The
Audit Committee of a Fund advises the full Board with respect to accounting,
auditing and financial matters affecting that Fund. Each Board performs the
functions of a nominating committee. The Board of Directors of each Fund will
consider nominees recommended by shareholders. Recommendations should be
submitted to the Board in care of the Secretary of the Fund. None of the Funds
has a compensation committee.

7
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires a Fund's
officers and directors, officers and directors of the investment adviser,
affiliated persons of the investment adviser, and persons who beneficially own
more than ten percent of a Fund's Shares to file reports of ownership with the
Securities and Exchange Commission, the New York Stock Exchange and the Fund.
Based solely upon its review of the copies of such forms received by it and
written representations from such persons, each Fund believes that for the
fiscal year ended December 31, 1997, all filings applicable to such persons were
complied with.

The following table shows certain information about officers of the Funds
other than Messrs. Priest and Watt, who are described above. Mr. Priest is the
Chairman of the Board of each of the Funds and President of IF and was elected
to such positions in May 1997. Mr. Watt is President and Chief Investment
Officer of CH, LAQ, LAM and PGF. He has been an officer of CH, LAQ and LAM since
August 15, 1995 and an officer of PGF since February 11, 1997. Mr. Swift was
elected to his office on August 2, 1995. Mr. Liebes was elected Senior Vice
President of CH, LAQ, LAM and PGF on August 12, 1997 and IF on August 6, 1997.
Mr. Pignataro has served as Chief Financial Officer for CH and PGF since 1991
and Secretary for CH and PGF since 1989. He was elected Secretary of IF on
February 5, 1997 (after having held a previous position with IF since 1990) and
has held his respective positions with the remaining Funds since their
commencement of operations. Mr. Del Guercio was elected to his office as Vice
President of CH, LAQ, LAM and PGF on August 12, 1997 and IF on August 6, 1997.
Ms. Wendy Setnicka was appointed to her position as Treasurer of CH, LAQ, LAM
and PGF on August 12, 1997 and of IF on August 6, 1997.

Each officer will hold office until a successor has been elected. All
officers of the Funds except Mr. Swift are employees of and are compensated by
BEA. Mr. Swift is an employee of and is compensated by Credit Suisse Asset
Management Limited ("CSAM"). The Funds have no bonus, profit sharing, pension or
retirement plans.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT
NAME AGE 1998 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
- ------------------------------ ---- -------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Stephen Swift ................ 52 IF: -- Chief Investment Officer of IF Managing Director of CSAM
Beaufort House (2/97-present); Managing
15 St. Botolph Street Director of BEA (6/95-2/97);
London EC3A 7JJ, Head of Global Equities at
England CSAM (10/91-5/95); Portfolio
manager of CS Tiger Fund
(10/91-present); Managing
Director of Southeast Asian
Equities at Wardley Investment
Services (a subsidiary of Hong
Kong and Shanghai Bank)
(1/89-9/91).
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY 23, AND PRINCIPAL EMPLOYMENT
NAME AGE 1998 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
- ------------------------------ ---- -------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Hal Liebes ................... 33 CH: -- Senior Vice President of CH, Senior Vice President and
153 East 53rd Street IF: -- IF, LAQ, LAM and PGF General Counsel of BEA
New York, NY 10022 LAQ: -- (3/97-present); Chief Compli-
LAM: -- ance Officer, CS First Boston
PGF: -- Investment Management (94-95);
Staff Attorney, Division of
Enforcement, U.S. Securities
and Exchange Commission
(91-94); Associate, Morgan,
Lewis & Bockius (89-91).

Michael A. Pignataro ......... 38 CH: -- Chief Financial Officer and Vice President of BEA
153 East 53rd Street IF: -- Secretary of CH, IF, LAQ, (12/95-present); Assistant
New York, NY 10022 LAQ: -- LAM and PGF Vice President and Chief
LAM: 353 Administrative Officer for
PGF: -- Investment Companies of BEA
(9/89-12/95).

Rocco A. Del Guercio ......... 34 CH: -- Vice President of CH, IF, LAQ, Administrative Officer for
153 East 53rd Street IF: -- LAM and PGF BEA-advised investment
New York, NY 10022 LAQ: -- companies (6/96-present);
LAM: -- Assistant Treasurer, Bankers
PGF: -- Trust Corp.-Fund Adminis-
tration (3/94-6/96); Mutual
Fund Accounting Supervisor,
Dreyfus Corporation
(4/87-3/94).

Wendy S. Setnicka ............ 33 CH: -- Treasurer of CH, IF, LAQ, LAM Assistant Vice President of
153 East 53rd Street New IF: -- and PGF BEA (1/97-present); Admin-
York, NY 10022 LAQ: -- istrative Officer for BEA-
LAM: -- advised investment companies
PGF: -- (11/93-present); Supervisor of
Fund Accounting and
Administration at Reich & Tang
LP (6/89-11/93).
</TABLE>

9
<PAGE>
The following table shows certain compensation information for the directors
of the Funds for the fiscal year ended December 31, 1997. None of the Funds'
executive officers and directors who are also officers or directors of BEA or
SBAM received any compensation from the Funds for such period.

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION FROM TOTAL NUMBER OF
ACCRUED AS ANNUAL FUND AND BOARDS OF
AGGREGATE PART OF BENEFITS FUND COMPLEX BEA-ADVISED
COMPENSATION FUND UPON PAID TO INVESTMENT
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS COMPANIES SERVED
- -------------------------------- ------------------- ----------- --------------- ------------------ -----------------

<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac ........... CH: $7,000 0 0 $ 94,500 10
LAQ: $8,500
LAM: $8,500
PGF: $7,000

James J. Cattano ............... CH: $7,000 0 0 $ 54,500 7
LAQ: $8,500
LAM: $8,500
PGF: $7,000

Jorge E. Desormeaux ............ CH: $3,500 0 0 $ 3,500 1

Richard H. Francis ............. IF: $7,000 0 0 $ 7,000 1

Peter A. Gordon ................ LAQ: $8,500 0 0 $ 45,550 6
LAM: $8,000

Peter J. Kaplan ................ IF: $7,000 0 0 $ 7,000 1

George W. Landau ............... CH: $7,000 0 0 $ 55,000 7
LAQ: $8,500
LAM: $8,500

Jonathan W. Lubell ............. PGF: $7,000 0 0 $ 14,500 2

C. Oscar Morong, Jr. ........... IF: $7,000 0 0 $ 7,000 1

Martin M. Torino ............... LAQ: $8,000 0 0 $ 46,000 6
LAM: $8,000
PGF: $7,000
</TABLE>

VOTE REQUIRED

Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.

THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.

10
<PAGE>
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The second proposal to be submitted at the Meetings will be the ratification
or rejection of the selection by the Boards of Coopers & Lybrand L.L.P. as
independent public accountants of the Funds for the present fiscal year ending
December 31, 1998. At a meeting held on February 10, 1998, the Boards of CH,
LAQ, LAM and PGF, including those directors who are not "interested persons" of
the Funds, approved the selection of Coopers & Lybrand L.L.P. for the fiscal
year ending December 31, 1998. At a meeting held on February 11, 1998, the Board
of IF, including those directors who are not "interested persons" of IF,
approved the selection of Coopers & Lybrand L.L.P. for the fiscal year ending
December 31, 1998. Coopers & Lybrand L.L.P. has been independent public
accountants for each of the Funds since commencement of operations of the
respective Funds, and has informed each Fund that it has no material direct or
indirect financial interest in that Fund. A representative of Coopers & Lybrand
L.L.P. will be available by telephone at the Meetings and will have the
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.

VOTE REQUIRED

Proposal 2 requires for approval the vote of a majority of the votes cast at
a Meeting in person or by proxy. Because abstentions and broker non-votes are
not treated as shares voted, any abstentions and broker non-votes would have no
impact on such proposal.

THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS.

PROPOSAL 3: APPROVAL OR DISAPPROVAL OF INVESTMENT
ADVISORY AGREEMENT BETWEEN LAM AND SBAM

The third proposal to be submitted at the Meeting solely for consideration
by the shareholders of LAM is the approval or disapproval of a new Investment
Advisory Agreement (the "New SBAM Advisory Agreement") between LAM and SBAM to
replace on identical terms the previous Investment Advisory Agreement between
LAM and SBAM, dated March 31, 1992 (the "Old SBAM Advisory Agreement"). Pursuant
to the New SBAM Advisory Agreement, SBAM continues to serve as investment
adviser to LAM with respect to investments in external debt obligations issued
or guaranteed by Latin American governments or governmental entities ("Sovereign
Debt"). As of December 31, 1997, 14.23% of LAM's total investments consisted of
Sovereign Debt, while 85.77% of LAM's total investments consisted of investments
other than investments in Sovereign Debt.

Consideration of the New SBAM Advisory Agreement is necessary because the
recently completed Transaction (defined below) between Salomon Inc ("Salomon"),
previously the ultimate parent corporation of SBAM, and Travelers Group Inc.
("Travelers") could be deemed under the 1940 Act and the Old SBAM Advisory
Agreement to have resulted in the termination of the Old SBAM Advisory
Agreement, as further described below.

To ensure continuity in the management of LAM, at a meeting held on November
4, 1997 (the first quarterly meeting following the announcement of the
Transaction), the Directors of LAM, including the

11
<PAGE>
Directors who are not parties to the New SBAM Advisory Agreement or "interested
persons" (as defined by the 1940 Act) of any such party (the "Independent
Directors") voting separately, approved the continuance of SBAM as investment
adviser to LAM with respect to Sovereign Debt.

The advisory fees charged to LAM by SBAM do not change under the New SBAM
Advisory Agreement. In addition, SBAM has advised the Board of Directors of LAM
that it expects to continue providing the same level of services as under the
Old SBAM Advisory Agreement. Therefore, to ensure continuity in the management
of LAM, and after careful consideration, the Board of Directors of LAM,
including the Independent Directors, recommends that the shareholders of LAM
vote "FOR" the approval of the New SBAM Advisory Agreement as set forth in this
Proposal No. 3.

THE TRANSACTION

On November 28, 1997, pursuant to the terms of a Merger Agreement entered
into on September 24, 1997 by and between Travelers and Salomon, a wholly owned
subsidiary of Travelers merged into Salomon, with Salomon continuing as the
surviving entity and changing its name to Salomon Smith Barney. Thereafter,
Smith Barney Holdings Inc., a subsidiary of Travelers, merged with and into
Salomon Smith Barney, with Salomon Smith Barney as the surviving entity (the two
mergers collectively are hereinafter referred to as the "Transaction").

As a result of the Transaction, Salomon, previously the ultimate parent
corporation of SBAM, has been reconstituted as Salomon Smith Barney and has
become a wholly owned subsidiary of Travelers. SBAM currently, and at the time
of the Transaction, serves as the investment adviser to LAM.

The Transaction could be deemed to have resulted in an "assignment," as
defined by the 1940 Act, of the Old SBAM Advisory Agreement between LAM and SBAM
in effect prior to the closing of the Transaction. As required by the 1940 Act,
the Old SBAM Advisory Agreement provides for an automatic termination in the
event of its "assignment," as defined by the 1940 Act. The 1940 Act defines
assignment to include any direct or indirect transfer or hypothecation of a
contract. Therefore, the Transaction could be deemed to have given rise to an
assignment within the meaning of the 1940 Act and the Old SBAM Advisory
Agreement, and resulted in the automatic termination of the Old SBAM Advisory
Agreement.

On November 26, 1997, Travelers and Salomon were granted an exemptive order
(the "Exemptive Order") by the Securities and Exchange Commission pursuant to
which new management or advisory agreements entered into by SBAM and certain of
its affiliates with investment companies such as LAM were permitted to go into
effect without shareholder approval and SBAM was allowed to collect fees
pursuant to these agreements, with such fees to be held in escrow pending
shareholder approval which must occur within 150 days following the closing of
the Transaction. In accordance with the Exemptive Order, the fees paid by LAM to
SBAM under the New SBAM Advisory Agreement since the closing of the Transaction
on November 28, 1997 have been held in escrow and LAM expects to continue to
deposit such fees in escrow until approval of the New SBAM Advisory Agreement by
the shareholders of LAM has been obtained.

INFORMATION CONCERNING SBAM AND TRAVELERS

SBAM is a corporation organized under the laws of Delaware on December 24,
1987 and is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended. SBAM is a wholly owned subsidiary of Salomon
Brothers Holding Company Inc which is in turn a wholly owned subsidiary of
Salomon Smith Barney which in turn is a wholly owned subsidiary of Travelers.
The principal business

12
<PAGE>
address of SBAM and Salomon Brothers Holding Company Inc is 7 World Trade
Center, New York, New York 10048. The principal business address of Salomon
Smith Barney and Travelers is 388 Greenwich Street, New York, New York 10013.

SBAM provides a broad range of fixed income and equity investment advisory
services for its individual and institutional clients located around the world,
and provides investment advisory services for 16 registered investment
companies. As of December 31, 1997, SBAM and its worldwide investment advisory
affiliates managed approximately $26 billion of assets, of which SBAM managed
approximately $19.7 billion.

The names, titles and principal occupations of the current directors and
executive officers of SBAM are set forth in the following table.

<TABLE>
<CAPTION>
NAME TITLE AND PRINCIPAL OCCUPATION
- -------------------------- --------------------------------------------------------------------------------------
<S> <C>
Thomas W. Brock........... Chairman, Chief Executive Officer and Managing Director of SBAM and Managing Director
and Member of the Management Board of Salomon Brothers Inc.
Michael S. Hyland......... President, Managing Director and Member of the Board of SBAM and Managing Director of
Salomon Brothers Inc. Mr. Hyland is a also a Director of LAM. He has been a director
of LAM since 1992. His current term ends at the 1999 LAM annual shareholders meeting.
Rodney B. Berens.......... Managing Director and Member of the Board of SBAM and Managing Director and Member of
the Management Board of Salomon Brothers Inc.
Vilas V. Gadkari.......... Managing Director and Member of the Board of SBAM and Managing Director of Salomon
Brothers Inc.
Zachary Snow.............. Secretary of SBAM and Managing Director and Counsel of Salomon Brothers Inc.
</TABLE>

The business address of each person listed above, other than Mr. Gadkari, is
7 World Trade Center, New York, New York 10048 and the business address of Mr.
Gadkari is Victoria Plaza, 111 Buckingham Palace Road, London, England SW1W 0SB.

Travelers is a publicly traded financial services holding company. Travelers
is a diversified, integrated financial services company engaged in investment
and asset management services, consumer finance services, and life and
property-casualty insurance services. Travelers' investment services include
investment banking, asset management, retail brokerage and other financial
services provided through its subsidiaries.

13
<PAGE>
COMPARATIVE FEE INFORMATION

SBAM serves as investment adviser or manager to LAM and to the investment
companies listed below which have similar investment objectives to LAM.

<TABLE>
<CAPTION>
INVESTMENT ADVISORY OR MANAGEMENT APPROXIMATE NET
FEE (AS A PERCENTAGE OF AVERAGE ASSETS AS OF JANUARY
NAME OF FUND DAILY NET ASSETS) 31, 1998
- ----------------------------------------------------- ----------------------------------- ---------------------

<S> <C> <C>
LAM*(3/) first $100 million -- .1875 of 1% $ 131,744,978
next $50 million -- .1725 of 1%
over $150 million -- .1575 of 1%

The following information is provided for comparative
purposes only:

Salomon Brothers Institutional Emerging Markets Debt .70% $ 13,639,280
Fund(1/2/) (IEM)

Salomon Brothers Institutional High Yield Bond .50% $ 10,413,753
Fund(1/) (IHY)

Salomon Brothers High Income Fund Inc(3/) (HIF) .70% $ 71,970,376

Salomon Brothers Worldwide Income Fund Inc(3/4/) .90% $ 195,950,338
(SBW)

The Emerging Markets Income Fund Inc(3/) (EMD) .70% $ 61,140,199

The Emerging Markets Income Fund II Inc(3/5/) (EDF) .70% $ 337,169,715

The Emerging Markets Floating Rate Fund Inc.(3/5/) .65% $ 64,108,909
(EFL)

Global Partners Income Fund Inc.(3/5/) (GDF) .65% $ 214,616,932

Salomon Brothers/JNL Global Bond Series, an first $50 million -- .375% $ 36,862,000
investment portfolio of JNL Series Trust(6/7/) next $100 million -- .350%
next $350 million -- .300%
over $500 million -- .250%

Salomon Brothers High Yield Bond Fund(1/) (HYB) .75% $ 599,080,590

Emerging Markets Debt Portfolio, an investment first $50 million -- .475% $ 139,884,601
portfolio of SEI International Trust(6/) over $50 million -- .15%

Americas Income Trust, Inc.(3/6/) .375% $ 58,819,687

Heritage High Yield Bond Fund, an investment .50% $ 58,791,963
portfolio of Heritage Income Trust(6/8/)
</TABLE>

- --------------

* SBAM acts as investment adviser solely with respect to investments in
Sovereign Debt, which represented as of January 31, 1998, approximately
$20.8 million, or 15.76% of LAM's total net assets.

(1/)For the last fiscal year SBAM waived certain management fees.

(2/)SBAM has agreed to reduce or otherwise limit the expenses of the Salomon
Brothers Institutional Money Market Fund and Salomon Brothers Institutional
Emerging Markets Debt Fund (exclusive of taxes, interest, and extraordinary
expenses, such as litigation and indemnification expenses), on an

14
<PAGE>
annualized basis to 0.18% and 0.75%, respectively, of the Fund's average
daily net assets. With respect to Salomon Brothers Institutional Emerging
Markets Debt Fund, this limitation includes SBAM's advisory fees.

(3/)With respect to this Fund the Investment Advisory or Management Fee is as a
percentage of average weekly net assets.

(4/)SBAM also serves as Administrator for this Fund and is paid a monthly fee at
an annual rate of .15% of the value of the Fund's average weekly net assets
up to $250 million and .125% of the value of such net assets in excess of
$250 million for its services. SBAM in turn pays 80% of such fees collected
to Prudential Mutual Fund Management, Inc. which serves as Sub-administrator
for the Fund. During the last fiscal year of Salomon Brothers Worldwide
Income Fund Inc, SBAM was paid $315,258 by the Fund for its service as
Administrator. It is anticipated that SBAM will continue to provide
administrative services to SBW after the Fund's New SBAM Agreement is
approved.

(5/)Fee is paid by Value Advisors out of its management fee and includes
compensation for administration services.

(6/)With respect to this Fund SBAM serves as subadviser and, accordingly, the
sponsoring investment adviser pays SBAM a portion of the total advisory fee.

(7/)SBAM Limited acts as subadviser to this Fund and is paid by SBAM out of its
management fee an amount equal to the fee payable under the management
contract between SBAM and the Fund multiplied by the current value of net
assets of the Fund that SBAM allocates to SBAM Limited.

(8/)Amount paid is a percentage of the annual investment advisory fee paid to
the Manager, without regard to any reduction in the fees paid to the Manager
as a result of any limitation of the Fund's expenses.

PORTFOLIO TRANSACTIONS

LAM may utilize affiliates of Salomon Brothers Inc, an affiliate of SBAM, in
connection with the purchase or sale of securities in accordance with rules or
exemptive orders adopted by the Securities and Exchange Commission when SBAM
believes that the charge for the transaction does not exceed usual and customary
levels. In addition, LAM may purchase securities in the placement for which
Salomon Brothers Inc has acted as agent to or for issuers, consistent with
applicable rules adopted by the U.S. Securities and Exchange Commission or
regulatory authorization, if necessary. LAM does not purchase securities from or
sell securities to Salomon Brothers Inc or its affiliates acting as principal.

In selecting brokers or dealers to execute portfolio transactions on behalf
of LAM, SBAM will seek the best overall terms available. The New Advisory
Agreement provides that, in assessing the best overall terms available for any
transaction, SBAM will consider the factors each deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In addition, the New Advisory Agreement authorizes SBAM, in
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) provided to LAM and/or other accounts over which SBAM
exercises investment discretion. The fees payable under the New Advisory
Agreement are not reduced as a result of SBAM's receiving such brokerage and
research services.

15
<PAGE>
LAM's Board of Directors will review periodically the commissions paid by
LAM to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits inuring to LAM.

No brokerage commissions were paid by the Fund to CS First Boston
Corporation, SBAM, Celfin or any of their respective affiliates for the fiscal
year ended 1997.

THE OLD SBAM ADVISORY AGREEMENT

The Old SBAM Advisory Agreement was approved by the requisite majority of
shareholders at a meeting held on April 29, 1992 in accordance with the 1940
Act. The purpose for the submission was principally to reduce the advisory fee
paid to SBAM and modify in certain respects the reports required of SBAM.

THE NEW SBAM ADVISORY AGREEMENT

The New SBAM Advisory Agreement is in all material respects (other than the
termination date) identical to the Old SBAM Advisory Agreement. All the terms
described below with respect to the New SBAM Advisory Agreement were contained
in the Old SBAM Advisory Agreement. A copy of the New SBAM Advisory Agreement is
provided as exhibit A to this Proxy Statement.

Under the New SBAM Advisory Agreement, SBAM continues to act as the
investment adviser to LAM with respect to Sovereign Debt and to make all
decisions affecting LAM's holdings of Sovereign Debt under the supervision of
LAM's Board of Directors and in accordance with LAM's stated investment
policies. In addition, SBAM makes available to BEA international economic
information and analysis with particular emphasis on macroeconomic issues that
may affect the overall economic development of Latin American countries within
the international economic community. SBAM also furnishes BEA with investment
advice regarding global debt securities. Mr. Wilby, a Managing Director
responsible for SBAM's portfolios that invest in high yield sovereign debt and
high yield corporate securities, is primarily responsible for management of
LAM's assets with respect to Sovereign Debt. He is also SBAM's representative on
the Asset Allocation Committee of LAM. The Committee determines the portion of
LAM's assets to be invested from time to time in each Latin American country and
in Sovereign Debt, as well as whether to convert Sovereign Debt into equity
under any available debt conversion program.

Under the New SBAM Advisory Agreement, the fees payable by LAM to SBAM for
its services to LAM do not change: SBAM is paid a fee for its services computed
monthly and paid quarterly at an annual rate of .1875 of 1.00% of the first $100
million of LAM's average weekly net assets, .1725 of 1.00% of the next $50
million and .1575 of 1.00% of amounts over $150 million.

Under the New SBAM Advisory Agreement, SBAM may cause LAM to pay an
investment sub-adviser directly in local currency for services rendered, which
will reduce the amount payable to BEA and SBAM. Additionally, if a sub-advisory
agreement is terminated, SBAM will be responsible for furnishing the services
relating to Sovereign Debt required to be performed by the terminated
sub-adviser or arranging for a successor investment sub-adviser with respect to
such investments on terms and conditions acceptable to LAM and subject to the
requirements of the 1940 Act.

The New SBAM Advisory Agreement provides that SBAM shall not be liable, and
shall be indemnified, for any error of judgment or mistake of law or for any
loss suffered by LAM in connection with the matters to which the New SBAM
Advisory Agreement relates, except liability resulting from willful misfeasance,
bad faith or gross negligence on its part both in the performance of its duties
or from reckless disregard of its

16
<PAGE>
obligations and duties under the New SBAM Advisory Agreement. Under the New SBAM
Advisory Agreement, SBAM is entitled to advances from LAM for payment of
reasonable expenses incurred by SBAM in connection with matters as to which it
is seeking indemnification from LAM, provided that SBAM complies with certain
stated conditions.

The aggregate advisory fee earned by SBAM with respect to LAM in 1997 was
$290,762, of which $22,601 was earned pursuant to the New Advisory Agreement and
has been placed in escrow in accordance with the terms of the Exemptive Order.
SBAM has agreed to waive $29,462 of its aggregate advisory fee for 1997 which
would have been otherwise payable under the Old and the New Investment Advisory
Agreements to the sub-advisers of LAM that have resigned from office. The
aggregate advisory fee earned by SBAM in 1997 is exclusive of the advisory fees
paid any sub-adviser of LAM during such period. SBAM has caused LAM to pay
Celfin, an investment sub-adviser to LAM, directly for services rendered to LAM
during such period, thereby reducing the amount payable to SBAM by LAM. Under
the New SBAM Advisory Agreement, SBAM will otherwise continue to be required to
pay that portion of fees payable to the sub-adviser in the same proportion as
its advisory fees received from LAM bears to LAM's combined fees of BEA and SBAM
for investment advice. In accordance with the Exemptive Order, LAM expects to
continue to deposit SBAM's fees in escrow until approval of the New SBAM
Advisory Agreement by the shareholders of LAM has been obtained. As of January
31, 1998, the total amount held in escrow was $64,029.

DURATION AND TERMINATION; NON-EXCLUSIVE SERVICES

If approved, the New SBAM Advisory Agreement will remain in effect until
November 28, 1999 (unless sooner terminated), and shall remain in effect from
year to year thereafter if approved annually (1) by the Board or by a majority
of LAM's outstanding voting securities and (2) by a majority of the directors
who are not parties to the Proposed Advisory Agreement, or "interested persons"
(as defined in the 1940 Act) of any such party. The New SBAM Advisory Agreement
terminates on its assignment by any party. The New SBAM Advisory Agreement is
terminable, without penalty, on 60 days' written notice by the Board of LAM or
by the vote of holders of a majority (as defined in the 1940 Act) of the shares
or upon 90 days' written notice by SBAM.

The services of SBAM are not deemed to be exclusive and nothing in the New
SBAM Advisory Agreement will prevent it or its affiliates from providing similar
services to other investment companies and other clients (whether or not their
investment objectives and policies are similar to those of LAM) or from engaging
in other activities.

EXPENSES

SBAM is obligated to pay expenses associated with providing the service
contemplated by the New SBAM Advisory Agreement, including compensation of, and
office space for, its officers and employees connected with investment and
economic research, trading, and the investment management and administration of
LAM, as well as the fees of all directors of LAM who are affiliated with those
companies or any of their affiliates. However, under the New SBAM Advisory
Agreement, the expenses required to be borne by SBAM exclude amounts covered in
any separate administrative services agreements with LAM, which agreements may
provide for reimbursement by LAM to SBAM of such expenses. No such service
agreements with SBAM exist or are contemplated. LAM pays all other expenses
incurred in its operation.

17
<PAGE>
SECTION 15(F) OF THE 1940 ACT

Section 15 of the 1940 Act provides, that when a change of control of an
investment adviser to an investment company occurs, the investment adviser or
any of its affiliated person may receive an amount or benefit in connection
therewith as long as two conditions are satisfied.

First, no "unfair burden" may be imposed on the investment company as a
result of the transaction relating to the change of control, or any express or
implied terms, conditions or understandings applicable thereto. As defined in
the 1940 Act, the term "unfair burden" includes any arrangement during the two
(2) year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any interested person of such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the investment company or its security holders (other than fees for bona
fide investment advisory or other services), or from any person in connection
with the purchase or sale or other property to, or on behalf of the investment
company (other than fees for bona fide brokerage and principal underwriting
services). The Board of LAM has not been advised by SBAM of any circumstances
arising from the Transaction that might result in an unfair burden being imposed
on LAM.

The second condition is that, during the three (3) years period immediately
following the Transaction, at least 75% of the members of the Board of Directors
of LAM must not be "interested persons" of SBAM (after the Transaction) or the
predecessor investment adviser within the meaning of the 1940 Act. SBAM
ascertained that, after the transaction, 75% of the directors of LAM were not
"interested persons" of SBAM or any of its affiliates.

RECOMMENDATION OF THE BOARD

At a meeting of the Board held on November 4, 1997 called for the purpose
of, among other things, voting on approval of the New SBAM Advisory Agreement,
the Board, including all of the Directors who are not Interested Directors,
unanimously approved the continuance of SBAM as investment adviser to LAM with
respect to Sovereign Debt. The Board of Directors therefore recommends approval
by the shareholders of the New SBAM Advisory Agreement rendered necessary
because of the Transaction.

The Board obtained from SBAM such information as it deemed reasonably
necessary to continue SBAM as an investment adviser to LAM and considered a
number of factors, including, among other things, the continuity of the
management of LAM, the relative amounts of LAM's portfolio assets that have been
invested in equity securities and private sector debt and in Sovereign Debt; the
nature, scope and quality of services provided to LAM by SBAM; the quality of
the personnel of SBAM; the information regarding Latin America available in the
marketplace; and the potential impact of the Transaction on the foregoing.

If the New SBAM Advisory Agreement is approved by the shareholders, such
approval will ratify the approval by the Directors and Independent Directors,
voting separately, on November 4, 1997. The New SBAM Advisory Agreement will be
effective as of November 28, 1997 and will terminate two years thereafter absent
annual continuance. If the New SBAM Advisory Agreement is not approved at the
Meeting, LAM will be without an investment adviser with respect to Sovereign
Debt and SBAM will be required to disgorge all fees collected since the
Transaction, which are being held in escrow.

APPROVAL REQUIRED

Approval of the New SBAM Advisory Agreement by the shareholders will require
the affirmative vote of a majority of the Shares outstanding. "Majority" (as
defined in the 1940 Act) means the lesser of (a) 67% of the Shares present at
the Meeting if the holders of more than 50% of the outstanding Shares are
present

18
<PAGE>
in person or by proxy or (b) more than 50% of the outstanding Shares. If the New
SBAM Advisory Agreement is approved by the shareholders, it will become
effective as of November 28, 1997, and will terminate two years thereafter
absent annual continuance. If the New SBAM Advisory Agreement is not approved at
the Meeting, LAM will be without an investment adviser with respect to Sovereign
Debt and SBAM will be required to disgorge all fees collected since the
Transaction.

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSED ADVISORY AGREEMENT.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
SHAREHOLDER PROPOSALS

The Boards are not aware of any other matters that will come before the
Meetings. Should any other matter properly come before a Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.

Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 1999 annual meetings of
shareholders, the shareholder proposal must be received by that Fund no later
than November 29, 1998. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

19
<PAGE>
ADDITIONAL INFORMATION
BENEFICIAL OWNERS

The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of any Fund because they
possessed or shared voting or investment power with respect to the Shares of
that Fund:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
FUND NAME AND ADDRESS OWNED SHARES
- --- ------------------------------------------------------------ -------------- -----------
<S> <C> <C> <C>
LAM *Lazard Freres & Co. LLC .................................. 407,532 5.3%
30 Rockefeller Plaza
New York, NY 10020
LAM *Newgate LLP .............................................. 754,420 9.6%
80 Field Point Road
Greenwich, CT 06830
LAM *President and Fellows of Harvard College ................. 1,147,200 14.6%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
LAQ *President and Fellows of Harvard College ................. 1,169,200 13.6%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
PGF *President and Fellows of Harvard College ................. 513,300 9.7%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
PGF *Deep Discount Advisors, Inc. ............................. 269,900 5.1%
One West Pack Square
Suite 777
Asheville, NC 28801
</TABLE>

- --------------

* As stated in a Schedule 13G on file with the Securities and Exchange
Commission as of March 9, 1998.

REPORTS TO SHAREHOLDERS

The Funds send unaudited semi-annual and audited annual reports to their
shareholders, including a list of investments held. EACH FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, UPON
REQUEST TO THAT FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, TELEPHONE (1-800-293-1232). THESE REQUESTS WILL BE HONORED WITHIN
THREE BUSINESS DAYS OF RECEIPT.

20
<PAGE>
EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

November 28, 1997
Salomon Brothers Asset Management Inc
7 World Trade Center
New York, New York 10048

Dear Sirs:

The Latin America Investment Fund, Inc. (the "Company"), a corporation
organized under the laws of the state of Maryland, herewith confirms its
agreement with Salomon Brothers Asset Management Inc (the "Adviser"), a
corporation organized under the laws of the state of Delaware, as follows:

1. INVESTMENT DESCRIPTION; APPOINTMENT. The Company desires to employ its
capital by investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Articles of Incorporation, as
amended, and in its Registration Statement as from time to time in effect, and
in such manner and to such extent as may from time to time be approved by the
Board of Directors of the Company. Copies of the Company's Registration
Statement and Articles of Incorporation, as amended, have been or will be
submitted to the Adviser. The Company agrees to provide copies of all amendments
to the Company's Registration Statement and Articles of Incorporation to the
Adviser on an on-going basis. The Company desires to employ and hereby appoints
the Adviser to act as investment adviser to the Company with respect to external
debt obligations of Latin American governments or governmental entities
("Sovereign Debt"). The Adviser accepts the appointment and agrees to furnish
the services described herein for the compensation set forth below.

2. SERVICES AS INVESTMENT ADVISER. Subject to the supervision and
direction of the Board of Directors of the Company, the Adviser will (a) act in
accordance with the Company's Articles of Incorporation, the Investment Company
Act of 1940 and the Investment Advisers Act of 1940, as the same may from time
to time be amended, (b) manage the Company's holdings of Sovereign Debt in
accordance with its investment objective and policies as stated in the Company's
Registration Statement as from time to time in effect, (c) make investment
decisions and exercise voting rights in respect of Sovereign Debt for the
Company, (d) place purchase and sale orders on behalf of the Company with
respect to Sovereign Debt, (e) monitor and evaluate the services provided by the
Company's investment sub-advisers under its investment sub-advisory agreements,
(f) supervise, monitor and evaluate the services provided by the Company's
Brazilian economic adviser and administrator under the Brazilian economic
advisory and administration agreement, (g) furnish BEA Associates, a New York
general partnership and the Company's adviser with respect to all investments
other than Sovereign Debt ("BEA"), with international economic information and
analysis with particular emphasis on macro-economic issues that may affect the
overall economic development of Latin American countries within the
international economic community and (h) furnish BEA with investment advice
regarding global debt securities. In providing these services, the Adviser will
provide investment research and supervision of the Company's investments and
conduct a continual program of investment, evaluation and, if appropriate, sale
and reinvestment of the Company's assets. In addition, the Adviser will furnish
the Company with whatever statistical information the Company may reasonably
request with respect to the securities that the Company may hold or contemplate
purchasing.

A-1
<PAGE>
3. BROKERAGE. In executing transactions for the Company and selecting
brokers or dealers, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms available for any
Company transaction, the Adviser will consider all factors it deems relevant
including, but not limited to, breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer and the reasonableness of any commission for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, the
Adviser may consider the brokerage and research services (as those terms are
defined in Section 28(c) of the Securities Exchange Act of 1934) provided to the
Company and/or other accounts over which the Adviser or an affiliate exercises
investment discretion.

4. INFORMATION PROVIDED TO THE COMPANY. The Adviser will keep the Company
informed of developments materially affecting the Company, and will, on its own
initiative, furnish the Company from time to time with whatever information the
Adviser believes is appropriate for this purpose.

5. STANDARD OF CARE. The Adviser shall exercise its best judgment in
rendering the services described in paragraphs 2 and 3 above. The Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Company in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or indemnify or
purport to protect the Adviser against any liability to the Company or its
shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement ("disabling conduct"). The Company will
indemnify the Adviser against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
disabling conduct by the Adviser. Indemnification shall be made only following:
(i) a final decision on the merits by a court or other body before whom the
proceeding was brought that the Adviser was not liable by reason of disabling
conduct or (ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the Adviser was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Adviser shall be entitled to advances from the
Company for payment of the reasonable expenses incurred by it in connection with
the matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under the Maryland General Corporation Law. The
Adviser shall provide to the Company a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification by the Company
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the Adviser shall provide a security in form and amount acceptable to the
Company for its undertaking; (b) the Company is insured against losses arising
by reason of the advance; or (c) a majority of a quorum of disinterested non-
party directors, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Company at the
time the advance is proposed to be made, that there is reason to believe that
the Adviser will ultimately be found to be entitled to indemnification.

6. COMPENSATION. (a) In consideration of the services rendered pursuant to
this Agreement, the Company will pay the Adviser after the end of the calendar
quarter in which the date set forth above occurs and after the end of each
calendar quarter thereafter a fee for the previous quarter computed monthly at
an annual rate of .1875 of 1.00% of the first US$100 million of the Company's
average weekly net assets, .1725 of 1.00% of the next US$50 million and .1575 of
1.00% of amounts above US$150 million.

A-2
<PAGE>
The Adviser (or, as provided below, the Company) and BEA shall pay to the
sub-investment advisers of the Company (the "Sub-Advisers") the fees payable
under each Investment Sub-Advisory Agreement relating to the Company among the
Company, the Adviser, BEA and each such Sub-Adviser. The Adviser and BEA each
shall pay that portion of the fees payable to the Sub-Advisers in the same
proportion as its advisory fees received from the Company bears to the Company's
combined fees for investment advice. In the event that any one of the Investment
Sub-Advisory Agreements is terminated, the Adviser shall be responsible for
furnishing to the Company the services required to be performed by such
Sub-Adviser under the respective Investment Sub-Advisory Agreement relating to
Sovereign Debt or arranging for a successor sub-investment adviser with respect
to such investments on terms and conditions acceptable to the Company and
subject to the requirements of the Investment Company Act of 1940.

The Company agrees that, at the request of the Adviser, it will pay the
Sub-Advisers directly in local currency the amounts payable to each of the
Sub-Advisers for sub-advisory services, provided that the fee payable to the
Adviser hereunder shall be reduced to the extent of amounts so paid to the
Sub-Adviser. The fee payable to the Adviser for the period from the date set
forth above to the end of the first calendar quarter thereafter shall be
prorated according to the proportion that such period bears to the full
quarterly period.

(b) Upon any termination of this Agreement before the end of a quarter, the
fee for such part of that quarter shall be prorated according to the proportion
that such period bears to the full quarterly period and shall be payable upon
the date of termination of this Agreement. For the purpose of determining fees
payable to the Adviser, the value of the Company's net assets shall be computed
at the times and in the manner specified in the Company's Registration Statement
as from time to time in effect.

7. EXPENSES. The Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including compensation of and
office space for its officers and employees connected with investment and
economic research, trading and investment management and administration of the
Company, except as otherwise may be provided in any separate agreement between
the Company and the Adviser, as well as the fees of all directors of the Company
who are affiliated with the Adviser or any of its affiliates. The Company will
bear certain other expenses to be incurred in its operation, including:
organizational expenses; taxes, interest, brokerage costs and commissions and
stock exchange fees; fees of directors of the Company who are not officers,
directors, or employees of the Adviser, BEA, the Sub-Advisers, any U.S. or
foreign administrator, the Company's Brazilian economic adviser or any of their
affiliates; Securities and Exchange Commission fees; state Blue Sky
qualification fees; charges of custodians, sub-custodians and transfer and
dividend disbursing agents; expenses in connection with the Company's Dividend
Reinvestment and Cash Purchase Plan; insurance premiums; outside auditing,
pricing and legal expenses; costs of maintenance of the Company's existence;
costs attributable to investor services, including, without limitation,
telephone and personnel expenses; costs of printing stock certificates; costs of
shareholders' reports and meetings of the shareholders of the Company and of the
officers or Board of Directors of the Company; membership fees in trade
associations; stock exchange listing fees and expenses; litigation and other
extraordinary or non-recurring expenses.

8. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Company understands that
the Adviser now acts, will continue to act or may act in the future as
investment adviser to fiduciary and other managed accounts or as investment
adviser to one or more other investment companies, and the Company has no
objection to the Adviser so acting, provided that whenever the Company and one
or more other accounts or investment companies advised by the Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with procedures believed to be equitable to each
entity. Similarly, opportunities to sell securities will be allocated in an
equitable manner. The Company recognizes that in

A-3
<PAGE>
some cases this procedure may adversely affect the size of the position that may
be acquired or disposed of for the Company. In addition, the Company understands
that the persons employed by the Adviser to assist in the performance of the
Adviser's duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right of the
Adviser or any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.

9. TERM OF AGREEMENT. This Agreement shall become effective as of the date
set forth above and shall continue for an initial two-year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually by (i) the Board of Directors of the Company or (ii) a vote of a
"majority" (as defined in the Investment Company Act of 1940) of the Company's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not "interested
persons" (as defined in said Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days' written notice, by the
Board of Directors of the Company or by vote of holders of a majority of the
Company's shares, or upon 90 days' written notice, by the Adviser. This
Agreement will also terminate automatically in the event of its assignment (as
defined in said Act).

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto.

11. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the state of New York without giving
effect to the conflicts of laws principles thereof.

12. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement to produce or account for more
than one such counterpart. If the foregoing accurately sets forth our agreement,
kindly indicate your acceptance hereof by signing and returning the enclosed
copy hereof.

<TABLE>
<S> <C> <C>
Very truly yours,

THE LATIN AMERICA INVESTMENT FUND, INC.

By: /s/ Michael S. Pignataro
-----------------------------------------
Name: Michael S. Pignataro
Title: Secretary
</TABLE>

<TABLE>
<S> <C>
Accepted:

SALOMON BROTHERS ASSET MANAGEMENT
INC

By: /s/ Michael S. Hyland
------------------------------------------
Name: Michael S. Hyland
Title: Managing Director
</TABLE>

A-4
<PAGE>
THE CHILE FUND, INC.

--------------------------------------------------------------

THE INDONESIA FUND, INC.

-------------------------------------------------------------------

THE LATIN AMERICA
EQUITY FUND, INC.

----------------------------------------------------------

THE LATIN AMERICA
INVESTMENT FUND, INC.

----------------------------------------------------------------

THE PORTUGAL FUND, INC.

-------------------------------------------------------------------

BEA-PS-98
<PAGE>

THE LATIN AMERICA EQUITY FUND, INC.

This Proxy is Solicited on Behalf of the Board of Directors

P The undersigned hereby appoints Michael A. Pignataro and Rocco Del
Guercio as Proxies, each with the power to appoint his substitute,
R and hereby authorizes them to represent and to vote, as designated on
the reverse side and in accordance with their judgment on such other
O matters as may properly come before the meeting or any adjournments
thereof, all shares of The Latin America Equity Fund, Inc. (the "Fund")
X that the undersigned is entitled to vote at the annual meeting of
shareholders to be held on April 24, 1998, and at any adjournments
Y thereof.

-------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE /
-------------

<PAGE>

-----
/ / Please mark
/ X / votes as in
/ / this example.
-----

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" Proposals 1 and 2.

The Board of Directors recommends a vote "FOR" the nominees in Proposal 1
and "FOR" Proposal 2.

<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF THE FOLLOWING NOMINEES AS 2. TO RATIFY THE SELECTION OF FOR AGAINST ABSTAIN
DIRECTORS. COOPERS & LYBRAND L.L.P. AS ------- ------- -------
Enrique R. Arzac (three-year term) INDEPENDENT PUBLIC ACCOUNTANTS / / / / / /
James J. Cattano (three-year term) OF THE FUND FOR THE FISCAL / / / / / /
YEAR ENDING DECEMBER 31, 1998. ------- ------- -------

FOR WITHHELD
------- -------
/ / / /
/ / / /
------- -------

------
/ /

/ /
--------------------------------------------
For all nominees except as noted above

</TABLE>

MARK HERE ------
FOR ADDRESS / /
CHANGE AND / /
NOTE AT LEFT ------

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.

Signature:_______________ Date:______ Signature:_______________ Date:______