345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Latin America Dollar Income Fund, Inc.
June 6, 1995
To the Stockholders:
The Annual Meeting of Stockholders of The Latin America Dollar Income Fund,
Inc. (the "Fund") is to be held at 11:45 a.m., eastern time, on Tuesday, July
25, 1995 at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park
Avenue (at 51st Street), New York, New York 10154. Stockholders who are unable
to attend this meeting are strongly encouraged to vote by proxy, which is
customary in corporate meetings of this kind. A Proxy Statement regarding the
meeting, a proxy card for your vote at the meeting and an envelope--postage
prepaid--in which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect two Directors, consider
the ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants and consider the approval of the continuance of the
Investment Advisory, Management and Administration Agreement between the Fund
and its investment manager, Scudder, Stevens & Clark, Inc. In addition, the
stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully
/s/Lynn S. Birdsong /s/Edmond D. Villani
Lynn S. Birdsong Edmond D. Villani
President Chairman of the Board
- - --------------------------------------------------------------------------------
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
- - --------------------------------------------------------------------------------
<PAGE>
THE LATIN AMERICA DOLLAR INCOME FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Latin America Dollar Income Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Latin America
Dollar Income Fund, Inc. (the "Fund"), has been called to be held at the offices
of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on Tuesday, July 25, 1995 at 11:45 a.m., eastern time,
for the following purposes:
(1) To elect two Directors of the Fund to hold office for a term of
three years or until their respective successors shall have been duly
elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors in
selecting Price Waterhouse LLP as independent accountants for the fiscal
year ending October 31, 1995.
(3) To approve or disapprove the continuance of the Investment
Advisory, Management and Administration Agreement between the Fund and
Scudder, Stevens & Clark, Inc.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on May 30, 1995 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 6, 1995
- - --------------------------------------------------------------------------------
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
- - --------------------------------------------------------------------------------
2
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Latin America Dollar Income Fund, Inc.
(the "Fund") for use at the Annual Meeting of Stockholders, to be held at the
offices of Scudder, Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park
Avenue (at 51st Street), New York, New York 10154, on Tuesday, July 25, 1995 at
11:45 a.m., eastern time, and at any adjournments thereof (collectively, the
"Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about June 6, 1995, or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2), which require the
approval of a majority of shares voting at the Meeting. Abstentions and broker
non-votes will have the effect of a "no" vote for proposal (3), which requires
the approval of a specified percentage of the outstanding shares of the Fund or
of such shares present at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on May 30, 1995, (the "Record Date"), will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 5,971,635 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended October 31, 1994, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the two
nominees listed below as Directors of the Fund (Class II) to serve for a term of
three years, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
3
<PAGE>
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee.
Information Concerning Nominees
The following table sets forth certain information concerning each of the
two nominees as a Director of the Fund. Each of the nominees is now a Director
of the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
Class II--Nominees to serve until 1998 Annual Meeting of Stockholders:
- - --------
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director April 30, 1995(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Robert J. Boyd (50) President and Director, GLB Research, 1992 -- --
Inc. Mr. Boyd serves on the board of one
additional fund managed by Scudder.
Ronaldo A. da Frota Director and Chief Executive Officer, 1992 1,227 less than
Nogueira (56) IMF Editora Ltda. (financial publisher). 1/4 of 1%
Mr. Nogueira serves on the boards of an
additional three funds managed by
Scudder.
4
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving
for a term of three years. The terms of Classes I and III do not expire this
year. The following table sets forth certain information regarding the Directors
in such classes.
Class I--Directors serving until 1997 Annual Meeting of Stockholders:
-------
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director April 30, 1995(1) Class
---------- -------------------------- -------- ----------------- -----
Lynn S. Birdsong (48)*+ President; Managing Director of Scudder, 1992 -- --
Stevens & Clark, Inc. Mr. Birdsong
serves on the boards of an additional
seven funds managed by Scudder.
Robert J. Callander (64) Visiting Professor/Executive-in- Resi- 1992 100 less than
dence, Columbia Business School, 1/4 of 1%
Columbia University; Former Vice
Chairman, Chemical Banking Corporation;
Director, ARAMARK Corporation; Barnes
Group Inc.; Beneficial Corporation;
Omnicom Group, Inc.; Member, Council on
Foreign Relations. Mr. Callander serves
on the boards of an additional two funds
managed by Scudder.
5
<PAGE>
Class III--Directors serving until 1996 Annual Meeting of Stockholders:
---------
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director April 30, 1995(1) Class
---------- -------------------------- -------- ----------------- -----
George M. Lovejoy, Jr. Chairman Emeritus, Meredith & Grew, Inc. 1992 965 less than
(65) Mr. Lovejoy serves on the boards of an 1/4 of 1%
additional 11 funds managed by Scudder.
Dr. Susan Kaufman Managing Director, Council of the 1992 -- --
Purcell (52) Americas; Vice President, Americas
Society; Director, Valero Energy Corp.
Dr. Purcell serves on the boards of an
additional two funds managed by Scudder.
Edmond D. Villani Chairman of the Board; President and 1992 500 less than
(48)* + Managing Director of Scudder, Stevens & 1/4 of 1%
Clark, Inc. Mr. Villani serves on the
boards of an additional 15 funds managed
by Scudder. All Directors and Officers
as a group 2,792 less than 1/4 of 1%
- - --------------------------
<FN>
* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended) of the Fund or of the Fund's investment
manager, Scudder, Stevens & Clark, Inc. Messrs. Villani and Birdsong are
deemed to be interested persons because of their affiliation with the
Fund's investment manager, Scudder, Stevens & Clark, Inc., or because they
are Officers of the Fund or both.
6
<PAGE>
+ Messrs. Villani and Birdsong are members of the Executive Committee of the
Fund.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
</FN>
</TABLE>
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a fund requires the fund's officers, directors, investment
manager, affiliates of the investment manager, and persons who beneficially own
more than ten percent of a registered class of the fund's outstanding securities
("Reporting Persons"), to file reports of ownership of the fund's securities and
changes in such ownership with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the fund with copies of all such filings.
Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended October 31, 1994, all filing requirements applicable to its Reporting
Persons were complied with, except that Form 3 on behalf of Margaret D. Hadzima
and Richard A. Holt were filed late.
To the best of the Fund's knowledge, as of April 30, 1995 no person owned
beneficially more than 5% of the Fund's outstanding stock.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met eight times during the fiscal year
ended October 31, 1994. Each Director attended at least 75% of the total number
of meetings of Board of Directors and of all committees of the Board on which
they served as regular members.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are
unaffiliated persons of the Fund or of Scudder ("Noninterested Directors"), as
defined in the 1940 Act, which met once during the Fund's last fiscal year. The
Audit Committee reviews with management and the independent accountants for the
Fund, among other things, the scope of the audit and the controls of the Fund
and its agents, reviews and approves in advance the type of services to be
rendered by independent accountants, recommends the selection of independent
accountants for the Fund to the Board and in general considers and reports to
the Board on matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met on March 2, 1995 to consider and to
nominate the nominees set forth above.
7
<PAGE>
Executive Officers
In addition to Messrs. Villani and Birdsong, Directors who are also
Officers of the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Paul J. Elmlinger (36) Vice President and Assistant 1992
Secretary; Principal of Scudder,
Stevens & Clark, Inc.
Jerard K. Hartman (62) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
David S. Lee (61) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (41) Vice President and Assistant 1992
Treasurer; Principal of Scudder,
Stevens & Clark, Inc.
Juris Padegs (63) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (42) Vice President and Assistant 1992
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
Lincoln Y. Rathnam (46) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
M. Isabel Saltzman (40) Vice President; Principal of Scudder, 1992
Stevens & Clark, Inc.
Edward J. O'Connell (50) Treasurer; Principal of Scudder, 1992
Stevens & Clark, Inc.
Thomas F. McDonough (48) Secretary; Principal of Scudder, 1992
Stevens & Clark, Inc.
Coleen Downs Dinneen (34) Assistant Secretary; Vice President 1993
of Scudder, Stevens & Clark, Inc.
<FN>
(1) Unless otherwise stated, all Executive Officers have been associated with
Scudder for more than five years, although not necessarily in the same
capacity.
(2) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified and all other officers hold
offices at the pleasure of the Directors.
</FN>
</TABLE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $89,720 including expenses, during the fiscal year ended
October 31, 1994. Each such unaffiliated Director currently receives fees, paid
by the Fund, of $750 per regular Directors' meeting attended and $250 per
Directors' meeting held to declare dividends attended. Each such unaffiliated
Director currently receives an annual Director's fee of $6,000. Each Director
also receives $250 per committee meeting attended (other than audit committee
meetings, for which such Director receives a fee of $750). Scudder supervises
the Fund's investments, pays the compensation and certain expenses of its
personnel who serve as Directors and Officers of the Fund and receives an
investment management fee for its services. Several of the Fund's Officers and
Directors are also Officers, Directors, employees or stockholders of Scudder and
participate in the fees paid to that firm (see "Investment Manager," page 11),
although the Fund makes no direct payments to them other than for reimbursement
of travel expenses in connection with the attendance at Board of Directors and
committee meetings.
8
<PAGE>
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by Scudder for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1994
- - -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Name of Person, Pension or Estimated Annual Total Compensation
Position Aggregate Retirement Benefits Benefits Upon From the Fund and
Compensation Accrued As Part of Retirement Fund Complex
from the Fund Fund Expenses Paid to Director
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Boyd, $13,450 N/A N/A $24,500
Director (2 funds)
Robert Callander, $13,300 N/A N/A $27,593
Director (3 funds)
George M. Lovejoy, Jr., $13,450 N/A N/A $117,450
Director (12 funds)
Ronaldo A. da Frota Nogueira, $13,450 N/A N/A $54,997
Director (4 funds)
Dr. Susan Kaufman Purcell, $13,450 N/A N/A $37,500
Director (3 funds)
</TABLE>
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on May 16, 1995, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
October 31, 1995. Price Waterhouse LLP are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Price
Waterhouse LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders or management.
The Fund's financial statements for the fiscal year ended October 31, 1994
were audited by Price Waterhouse LLP. In connection with its audit services,
Price Waterhouse LLP reviewed the financial statements included in the Fund's
annual and semiannual reports to stockholders and its filings with the SEC.
9
<PAGE>
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
Price Waterhouse LLP as independent accountants.
(3) APPROVAL OR DISAPPROVAL OF THE CONTINUANCE OF THE
INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT
Scudder, Stevens & Clark, Inc. 345 Park Avenue, New York, New York, acts as
investment adviser to and manager and administrator for the Fund pursuant to an
Investment Advisory, Management and Administration Agreement dated July 24, 1992
(the "Agreement"). The continuance of the Agreement was last approved by a vote
of the stockholders on July 26, 1994. At a meeting held on May 16, 1995 called
for the purpose of considering the Agreement, among other matters, the Directors
of the Fund, including a majority of the Noninterested Directors, approved the
continuance of the Agreement and recommended that the stockholders approve the
continuance of the Agreement. The Agreement continues in effect by its terms
from year to year only so long as its continuance is specifically approved at
least annually by the vote of a majority of the Noninterested Directors cast in
person at a meeting called for the purpose of voting on such approval, and
either by vote of a majority of all the Directors or a majority of the Fund's
outstanding voting securities, as defined on page 11. The Agreement may be
terminated on 60 days' written notice, without penalty, by the Directors, by the
vote of the holders of a majority of the Fund's outstanding voting securities,
or by Scudder, and automatically terminates in the event of its assignment, as
defined in the 1940 Act.
In considering the Agreement and recommending its approval by the
stockholders, the Directors of the Fund, including the Noninterested Directors,
considered the best interests of the stockholders of the Fund and in light of
their business judgment, took into account all such factors they deemed
relevant.
Such factors included the nature, quality and extent of the services
furnished by Scudder to the Fund; the necessity of Scudder maintaining and
enhancing its ability to attract and retain capable personnel to serve the Fund;
the investment record of Scudder in managing the Fund; the experience of Scudder
in the field of international investing; Scudder's profitability from advising
the Fund; comparative data as to investment performance, advisory fees and other
fees, including administrative fees and expense ratios, particularly fees and
expense ratios of funds with foreign investments advised by Scudder and other
investment advisers; the risks assumed by Scudder; the advantages and possible
disadvantages to the Fund of having an adviser which also serves other
investment companies as well as other accounts; possible benefits to Scudder
from serving as adviser of the Fund; current and developing conditions in the
financial services industry, including the entry into the industry of large and
well capitalized companies which are spending and appear to be prepared to
continue to spend substantial sums to engage personnel and to provide services
to competing investment companies; the financial resources of Scudder and the
continuance of appropriate incentives to assure that Scudder will continue to
furnish high quality services to the Fund; and various other factors.
In reviewing the terms of the Agreement and in discussions with Scudder
concerning such Agreement, the Noninterested Directors of the Fund have been
advised and represented at the Fund's expense by independent counsel, Ropes &
Gray. Counsel for the Fund is Willkie Farr & Gallagher.
10
<PAGE>
Under the Agreement, Scudder regularly provides the Fund with investment
research, advice and supervision, furnishes an investment program and determines
what securities shall be purchased, held or sold and what portion of the Fund's
assets shall be held uninvested, subject to such policies and instructions as
the Directors may determine. Scudder also provides certain administrative
services.
The Agreement provides that Scudder be paid a monthly fee, payable in U.S.
dollars, at an annual rate of 1.20% of the average weekly net assets of the
Fund. This fee is higher than management fees paid by most other investment
companies which invest primarily in U.S. securities, because of the Fund's
objective of investing in Latin American securities and the additional time and
expenses required of Scudder in pursuing such an objective. For the fiscal year
ended October 31, 1994, the aggregate investment management fee was $1,020,217.
Under the Agreement, Scudder is permitted to provide investment advisory
services to other clients, and, in providing such services, may use information
furnished by others. Conversely, information furnished by others to Scudder in
providing services to other clients may be useful to Scudder in providing
services to the Fund.
The Agreement provides that Scudder shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with matters to which the Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Scudder in the
performance of its duties or from reckless disregard by Scudder of its
obligations and duties under the Agreement.
Required Vote
Approval of the continuance of the Agreement requires the affirmative vote
of a majority of the Fund's outstanding voting securities which, as used in this
proposal means (1) the holders of more than 50% of the outstanding shares of the
Fund or (2) the holders of 67% or more of the shares present if more than 50% of
the shares are present at the Meeting in person or by proxy, whichever is less.
Because approval of the Agreement by the Directors, including the Noninterested
Directors, has been obtained, it is not required that the continuance of the
Agreement be submitted to stockholders. Accordingly, if an affirmative vote of
stockholders is not obtained, the Agreement will not terminate and will continue
in effect for the time being, pending consideration by the Directors of such
further action as they may deem to be in the best interests of the stockholders
of the Fund. Your Fund's Directors recommend that stockholders vote to approve
the continuance of the Agreement.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin#, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
- - --------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
11
<PAGE>
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocations will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock;
all Principals own nonvoting stock.
Messrs. Villani and Birdsong, who are Officers and/or Directors of the
Fund, are Managing Directors of Scudder. In addition, the following directors or
officers of Scudder are Officers of the Fund in the following capacities: Jerard
K. Hartman, David S. Lee, Juris Padegs, Lincoln Y. Rathnam, and M. Isabel
Saltzman, Vice Presidents; Kathryn L. Quirk and Paul J. Elmlinger, Vice
Presidents and Assistant Secretaries; Pamela A. McGrath, Vice President and
Assistant Treasurer; Edward J. O'Connell, Treasurer; Thomas F. McDonough,
Secretary, and Coleen Downs Dinneen, Assistant Secretary. Messrs. Hartman, Lee,
Padegs, Rathnam and Ms. Quirk are Managing Directors; Messrs. Elmlinger,
O'Connell and McDonough, Ms. McGrath and Ms. Saltzman are Principals of Scudder
and Ms. Dinneen is a Vice President of Scudder.
Scudder or an affiliate manages in excess of $90 billion in assets for
individuals, mutual funds and other organizations. The following are other open-
or closed-end mutual funds with investment objectives similar to the Fund, for
which Scudder provides investment management:
<TABLE>
<CAPTION>
Total Net Assets
as of Management Compensation
April 30, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Daily Net Assets
---- ------------- ---------------------------------
<S> <C> <C>
Scudder International Bond Fund $ 940,400 0.85 of 1%; 0.80 of 1% on net assets in
excess of $1 billion.
Scudder Emerging Markets Income $ 129,600 1.00%.
Fund+
Total Net Assets
as of Management Compensation
April 30, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Weekly Net Assets
---- ------------- ----------------------------------
Scudder World Income Opportunities $ 41,300 1.20%.
Fund, Inc.*
<FN>
+ Scudder has agreed to maintain the total annualized expenses of the fund at
not more than 1.50% of average daily net assets until February 29, 1996.
* This fund is not subject to state imposed expense limitations.
</FN>
</TABLE>
12
<PAGE>
Directors, Officers and employees of Scudder from time to time may have
transactions with various banks, including the Fund's custodian bank. It is
Scudder's opinion that the terms and conditions of those transactions that have
occurred were not influenced by existing or potential custodial or other Fund
relationships.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a wholly- owned subsidiary of
Scudder), which in turn places orders on behalf of the Fund with issuers,
underwriters or other brokers and dealers. The Distributor receives no
commissions, fees or other remuneration from the Fund for this service.
Allocation of portfolio transactions is supervised by Scudder.
Other Matters
The Board of Directors knows of no business to be brought before the
Meeting other than as set forth above. If, however, any other matters properly
come before the Meeting, it is the intention of the persons named in the
enclosed proxy card to vote such proxies on such matters in accordance with
their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $4,500. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by telegraph will be borne by the Fund. The Fund will reimburse
banks, brokers, and other persons holding the Fund's shares registered in their
names or in the names of their nominees, for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by July 25, 1995, the persons named
as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
13
<PAGE>
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1996 meeting of Stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc., 345 Park
Avenue, New York, New York 10154, not later than January 31, 1996.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 6, 1995
14
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<S> <C> <C>
PROXY THE LATIN AMERICA DOLLAR INCOME FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--July 25, 1995
The undersigned hereby appoints Lynn S. Birdsong and Edmond D. Villani and each of them, the proxies of the undersigned, with
the power of substitution to each of them, to vote all shares of The Latin America Dollar Income Fund, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of The Latin America Dollar Income Fund, Inc. to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Tuesday, July 25, 1995 at
11:45 a.m., eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will be cast FOR each numbered item listed below.
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [] to vote for all nominees listed below []
Nominees: Robert J. Boyd and Ronaldo A. da Frota Nogueira
(INSTRUCTION To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
2. Ratification of the selection of Price Waterhouse LLP as independent accountants; FOR [] AGAINST [] ABSTAIN []
(continued on other side)
<PAGE>
3. Approval of the continuance of the Investment Advisory, Management and Ad- FOR [] AGAINST [] ABSTAIN []
ministration Agreement between the Fund and Scudder, Stevens & Clark, Inc.;
The Proxies are authorized to vote in their discretion on any other
business which may properly come before the meeting and any adjournments
thereof.
Please sign exactly as your name or names appear.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title
as such.
____________________________________________________
(Signature of Stockholder)
____________________________________________________
(Signature of joint owner, if any)
Date__________________________________________, 1995
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
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