SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.
(Name of Registrant as Specified In Its Charter)
CHRISTINE PASTELIS RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box.)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transactions applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
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*Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ X ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identity 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: $125.00
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<PAGE>
LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.
3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
Dear Stockholder:
We are writing to you in connection with the upcoming
Special Meeting of Stockholders. The attached Notice of Meeting
and Proxy Statement describe the pending sale of the portion of
the business of Lehman Brothers Global Asset Management Limited,
the Fund's Investment Adviser, relating to its investment advisory
agreement with the Fund to IDS International Inc., a subsidiary of
American Express Company.
As we announced in the Fund's recent semi-annual
report, Mr. Ian King, the Fund's portfolio manager since its
inception, joined IDS in June. One of our paramount goals has
been to provide the Fund and our other clients with high quality
investment advisory services. We believed that the interests of
the Fund's stockholders would best be served by providing for
continuity in the management of the Fund's portfolio. Accordingly,
the Fund's Board of Directors approved an interim sub-advisory
arrangement with IDS, effective with Mr. King joining IDS, under
which IDS has been providing day-to-day management of the Fund's
assets with Mr. King continuing to act as the Fund's portfolio
manager.
It is now proposed that, in accordance with
applicable legal requirements, the Fund's stockholders consider a
new investment advisory agreement with IDS under which IDS would
take the place of LBGAM as the Fund's investment adviser. We
strongly believe that, after necessary approvals are obtained, IDS
will continue to provide the same level of service to the Fund and
its stockholders.
The Fund's Board of Directors carefully considered these
matters and has unanimously recommended that you approve them.
As Chairman and President of the Fund, respectively,
we fully support this recommendation and urge you to return your
proxy card without delay. We greatly appreciate your support of
the Fund since its inception last November.
/s/ Andrew D. Gordon /s/ Kirk D. Hartman
ANDREW D. GORDON KIRK D. HARTMAN
Chairman of the Board of Directors President
August 15, 1995
<PAGE>
LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.
3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
AUGUST 15, 1995
To the Stockholders:
A Special Meeting of Stockholders of Lehman Brothers
Latin America Growth Fund, Inc. (the "Fund") will be held at 3
World Financial Center, New York, New York 10285, 26th floor,
Conference Room 5, on Thursday, September 28, 1995, at 9:30 a.m.,
for the purposes of considering and voting upon:
1. The approval of a new Investment Advisory
Agreement between the Fund and IDS International Inc. ("IDS")
containing the same terms and conditions, including the fee
charged to the Fund, as the Fund's existing Investment Advisory
Agreement with Lehman Brothers Global Asset Management Limited
("LBGAM") and ratification of the Sub-Investment Advisory
Agreement (the "Sub-Advisory Agreement") among LBGAM, IDS and the
Fund, pursuant to which IDS has acted as sub-investment adviser to
the Fund since June 16, 1995. (Proposal 1)
2. The approval of an amendment to the Fund's
charter to change the name of the Fund to "Latin America Growth
Fund, Inc." (Proposal 2)
3. Any other business that may properly come before
the meeting.
This Special Meeting of Stockholders is being called
because LBGAM, effective July 6, 1995, entered into an agreement
with IDS to sell the portion of its investment management business
relating to its Investment Advisory Agreement with the Fund to
IDS. Accordingly, stockholders are being asked to vote on a new
Investment Advisory Agreement with IDS, to replace the existing
Investment Advisory Agreement with LBGAM, and a change in the
Fund's name to "Latin America Growth Fund, Inc.", both of which
will become effective upon the consummation of the sale. In
addition, stockholders are being asked to ratify the Sub-Advisory
Agreement.
The close of business on July 24, 1995, has been fixed
as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting.
By Order of the Board of Directors,
Patricia L. Bickimer
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE
YOU to indicate voting instructions on the enclosed proxy, date
and sign it and return it promptly in the envelope provided, no
matter how large or how small your holdings may be.
</R
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may
be of assistance to you and avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as
it appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the
name of the party signing should conform exactly to a name shown
in the registration.
3. All Other Accounts: The capacity of the
individual signing the proxy card should be indicated unless it is
reflected in the form of registration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
<S> <C> <C>
CORPORATE ACCOUNTS
(1) ABC Corp. John Doe, Treasurer
(2) ABC Corp. John Doe
c/o John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. John B. Smith
f/b/o John B. Smith, UGMA
(2) John B. Smith John B. Smith, Executor
</TABLE>
<PAGE>
LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.
3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
PROXY STATEMENT
This proxy statement is furnished in connection with
a solicitation by the Board of Directors of the Lehman Brothers
Latin America Growth Fund, Inc. (the "Fund") of proxies to be used
at the Special Meeting of Stockholders of the Fund to be held at 3
World Financial Center, New York, New York 10285, 26th floor,
Conference Room 5, on Thursday, September 28, 1995, at 9:30 a.m.
(and at any adjournment or adjournments thereof) for the purposes
set forth in the accompanying Notice of Special Meeting of
Stockholders. This proxy statement and the accompanying form of
proxy are first being mailed to stockholders on or about August
15, 1995. Stockholders who execute proxies retain the right to
revoke them by written notice received by the Secretary of the
Fund at any time before they are voted. Unrevoked proxies will be
voted in accordance with the specifications thereon and, unless
specified to the contrary, will be voted FOR Proposals 1 and 2.
The close of business on July 24, 1995, has been fixed as the
record date for the determination of stockholders entitled to
notice of and to vote at the meeting. Each stockholder is
entitled to one vote for each full share and an appropriate
fraction of a vote for each fractional share held. On the record
date there were 4,007,169 shares outstanding.
In the event that a quorum is not present at the Special
Meeting, or in the event that a quorum is present but sufficient
votes to approve either 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.
The persons named as proxies will vote those proxies which they
are entitled to vote FOR or AGAINST any such proposal in their
discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval. Under the By-
Laws of the Fund, a quorum is constituted by the presence in
person or by proxy of the holders of record of a majority of the
outstanding shares of Common Stock of the Fund entitled to vote at
the meeting.
As of July 31, 1995, the only person or "group" (as
the term is used in Section 13(d) of the Securities Exchange Act
of 1934 to beneficially own more than 5% of the outstanding shares
of the Fund was Cede & Co., as nominee to the Depository Trust
Company, Seven Hanover Square, 23rd Floor, New York, New York
10004, with 3,901,098 shares (97.35%). At July 31, 1995, directors
and officers of the Fund as a group beneficially owned less than
1% of the outstanding shares of the Fund.
A COPY OF THE FUND'S INITIAL SEMI-ANNUAL REPORT FOR
THE PERIOD NOVEMBER 7, 1994 THROUGH APRIL 30, 1995, MAY BE
OBTAINED WITHOUT CHARGE BY WRITING TO THE SHAREHOLDER SERVICES
GROUP, INC., 53 STATE STREET, BOSTON, MASSACHUSETTS 02109, OR
CALLING 1-800-331-1710.
<PAGE>
PROPOSAL 1: APPROVAL OF THE IDS AGREEMENT AND RATIFICATION OF
THE SUB-ADVISORY
AGREEMENT.
At the meeting, stockholders will be asked to approve
a new Investment Advisory Agreement (the "IDS Agreement") between
the Fund and IDS International Inc. ("IDS") and to ratify IDS's
having acted as interim sub-investment adviser since June 16,
1995, pursuant to a sub-investment advisory agreement (the "Sub-
Advisory Agreement") among Lehman Brothers Global Asset Management
Limited ("LBGAM"), the Fund's current investment adviser, IDS and
the Fund. The approval will become effective upon the closing of
the Acquisition (as described below). A copy of the IDS Agreement
is set forth as Exhibit A to this proxy statement, and a copy of
the Sub-Advisory Agreement is set forth as Exhibit B to this proxy
statement.
THE ACQUISITION
On June 14, 1995, Lehman Brothers Holdings Inc., LBGAM's
parent company, announced that an agreement in principle had been
reached to sell the portion of LBGAM's investment management
business related to the Fund to IDS. On June 14, 1995, the Board
of Directors of the Fund approved IDS's acting as a sub-investment
adviser for the Fund pursuant to the Sub-Advisory Agreement, on an
interim basis, to provide continuity of management of the Fund's
portfolio in light of the decision by Mr. Ian King, portfolio
manager of the Fund since its inception, to leave LBGAM and join
IDS on June 16, 1995.
Effective as of July 6, 1995, LBGAM and IDS entered
into an Asset Purchase Agreement (the "Purchase Agreement") which
provides for the purchase by IDS of the portion of the investment
management business of LBGAM related to the Fund. The proposed
purchase of assets pursuant to the Purchase Agreement is referred
to in this proxy statement as the "Acquisition". The Purchase
Agreement provides that LBGAM will receive an initial cash payment
of $600,000 at the closing of the Acquisition plus for three years
thereafter an additional monthly payment equal to approximately
one-third of the advisory fees received by IDS from the Fund. The
consummation of the Acquisition is subject to certain conditions,
including approval by the Fund's stockholders of the IDS
Agreement. The closing of the Acquisition is scheduled to occur
on the third business day following satisfaction or waiver of the
conditions in the Purchase Agreement or on such other date as may
be mutually agreed to by the parties.
IDS has informed the Board of Directors of the Fund
that, following the consummation of the Acquisition, the business
of the Fund will be operated in substantially the same manner as
at present. IDS has represented that it will provide the same
level of management services as those which had been provided by
LBGAM. Mr. King began employment with IDS on June 16, 1995, and
has since that date continued to act as portfolio manager for the
Fund under the Sub-Advisory Agreement. IDS has represented that
it intends to have Mr. King remain as portfolio manager following
approval of the IDS Agreement and that no changes are expected in
the investment policies of the Fund as a result of the
Acquisition.
It is anticipated that, subsequent to the
consummation of the Acquisition, Andrew D. Gordon, Chairman of the
Fund, and Kirk D. Hartman, President of the Fund, each of whom is
also an officer and employee of LBGAM's U.S. affiliates, Lehman
Brothers Global Asset Management Inc. and Lehman Brothers Inc.,
will resign from their respective positions with the Fund. In
addition, it is anticipated that, subsequent to the consummation
of the Acquisition and subject to the requirements of Section
15(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), Peter L. Lamaison, Director, President and Chief Executive
Officer of IDS, will be appointed to the Board to replace Mr.
Gordon. Mr. Gordon and Mr. Hartman are both shareholders of
Lehman Brothers Holdings Inc., the ultimate parent of LBGAM, and
American Express Company, the ultimate parent of IDS.
<PAGE>
LBGAM AGREEMENT
On October 24, 1994, the Board of Directors,
including a majority of the independent directors of the Fund,
approved the current Investment Advisory Agreement with LBGAM (the
"LBGAM Agreement"), effective for an initial two-year period. The
LBGAM Agreement was approved by Lehman Brothers Inc. as the Fund's
sole stockholder by written consent on October 27, 1994, prior to
the public offering of the Fund's Common Stock. Under the LBGAM
Agreement, LBGAM is paid a monthly fee by the Fund at the annual
rate of 1.25% of the value of the Fund's average daily net assets.
The aggregate fees paid by the Fund under the LBGAM Agreement from
the commencement of the Fund's operations until July 31, 1995 were
$418,000.
The LBGAM Agreement provides for its automatic
termination in the event of its assignment. The consummation of
the Acquisition will result in an "assignment" as that term is
used in the 1940 Act and consequently in the termination of the
LBGAM Agreement. In order for IDS to serve as investment adviser
to the Fund after the consummation of the Acquisition, a new
investment advisory agreement between IDS and the Fund must be
approved (1) by a majority of the Fund's directors who are not
parties to the new agreement or "interested persons" (as defined
in the 1940 Act) of those parties and (2) by a majority of the
outstanding voting securities of the Fund.
INTERIM SUB-INVESTMENT ADVISORY AGREEMENT
Since June 16, 1995, when Mr. King joined IDS, IDS has
acted as sub-investment adviser to the Fund pursuant to the Sub-
Advisory Agreement. The Board of Directors of the Fund approved
the Sub-Advisory Agreement on June 14, 1995. It is being proposed
that stockholders of the Fund ratify the Sub-Advisory Agreement at
the meeting.
Under the Sub-Advisory Agreement, IDS has had day-to-
day responsibility for providing investment advisory services to
the Fund, subject to the supervision and direction of the Fund's
directors and in consultation with LBGAM. In consideration of
IDS's services, LBGAM pays IDS from the investment advisory fees
that it receives from the Fund a monthly fee at a rate equal to
1.125% of the value of the Fund's average daily net assets. From
June 16, 1995 to July 31, 1995, the aggregate fee paid by LBGAM to
IDS under the Sub-Advisory Agreement was $72,516. The total
amount of investment advisory fees paid by the Fund was not
changed by the Sub-Advisory Agreement.
The Sub-Advisory Agreement terminates on the earlier
of October 14, 1995, or the termination of the LBGAM Agreement.
In addition, the Sub-Advisory Agreement may be terminated upon 60
days' notice by the Fund's Board of Directors, the Fund's
stockholders, LBGAM or IDS. In addition, the Sub-Advisory
Agreement may be terminated by LBGAM without notice in the event
that Mr. King ceases to act as the Fund's primary portfolio
manager.
RELATED BOARD ACTION
The Board of Directors of the Fund, including all of
the directors who are not parties to the IDS Agreement or
interested persons of those parties, at a meeting held on July 7,
1995, approved, and directed that there be submitted to the
stockholders at a duly called Special Meeting, the proposed IDS
Agreement. The IDS Agreement is described below and is included
as Exhibit A to this proxy statement. The Board of Directors also
approved for submission to stockholders a change in the name of
the Fund to "Latin America Growth Fund, Inc." If the IDS
Agreement is approved by the Fund's stockholders, the IDS
Agreement will take effect upon the consummation of the
Acquisition.
<PAGE>
In considering whether to approve the IDS Agreement
and to submit it to stockholders for their approval, the Board of
Directors considered a number of factors, including the business
organization, investment management experience, financial
resources and personnel of IDS and its affiliates and their
anticipated effect upon the Fund. In addition, the directors
reviewed the skills and capability of Mr. King and the
representation that there would be continuity in the investment
advisory services provided to the Fund by Mr. King as an employee
of IDS.
Under Section 15(f) of the 1940 Act, an investment
adviser to an investment company may receive "any amount or
benefit" in connection with a sale of any interest in such
investment adviser which results in an assignment of the
investment advisory contract with the investment company, provided
two conditions are met: (1) the transaction does not impose an
"unfair burden" on the investment company and (2) for a three-year
period following the transaction, 75% of the members of the
investment company's board of directors are not interested persons
of either the predecessor or successor investment adviser. LBGAM
has advised the Fund's Board of Directors that it is not aware of
any arrangement, expressed or implied, as part of the Acquisition
that would constitute an "unfair burden" on the Fund within the
meaning of Section 15(f), and IDS has agreed in the Purchase
Agreement to use its best efforts to assure compliance with
Section 15(f).
DESCRIPTION OF IDS AND THE IDS AGREEMENT
The terms of the IDS Agreement and the LBGAM
Agreement are identical except for the date and term of the
Agreement, the replacement of LBGAM with IDS as the Fund's
investment adviser, reflection of the change in the name of the
Fund to Latin America Growth Fund, Inc. and certain other non-
material changes. The IDS Agreement provides that, subject to the
supervision of the Board of Directors of the Fund, IDS shall have
general responsibility for the investment advisory services
provided to the Fund, and shall, among other things, manage the
Fund's portfolio in accordance with the Fund's investment
objective, policies and restrictions, make investment decisions
for the Fund, place orders to purchase and sell securities and
employ portfolio managers and securities analysts to provide
research services to the Fund.
The IDS Agreement will remain in effect for twelve
months from the date of its execution and thereafter will continue
for periods of one year if such continuance is specifically
approved at least annually (1) by the Board of Directors of the
Fund or a vote of a majority of the Fund's outstanding securities
and (2) by a majority of those directors of the Fund who are not
parties to the IDS Agreement or interested persons of any such
party. The IDS Agreement also provides for its termination,
without the payment of any penalty, on 60 days' written notice to
the other party to the IDS Agreement by the acting party and that
it will terminate in the event of its assignment.
IDS is a wholly-owned subsidiary of American Express
Financial Corporation, which is in turn a wholly-owned subsidiary
of American Express Company. Through its offices in Minneapolis,
London, Hong Kong and Singapore, IDS provides a full range of
equity and fixed income investment advisory services for its
institutional clients.
The names, positions with IDS and principal
occupations of each executive officer and director of IDS are set
forth in the following tables.
<TABLE>
<CAPTION>
NAME POSITION WITH IDS
<S><C> <C>
Peter J. Anderson Director, Chairman
of the Board
William H. Dudley Director
<PAGE>
Mark S. Hays Executive Vice
President
Paul C. Hopkins Executive Vice
President and
Chief Investment
Officer
Peter L. Lamaison Director, President
and
Chief Executive
Officer
Stephen W. Roszell Director
Elizabeth X.Q. Tran Executive Vice
President
Wesley W. Wadman Executive Vice
President
William N. Westhoff Director
</TABLE>
The principal business address of IDS and Messrs. Hays,
Hopkins, Lamaison and Wadman is 11th Floor, Dashwood House, 69 Old
Broad Street, London EC2M 1QS. The principal business address of
American Express Financial Corporation and Messrs. Anderson,
Dudley, Roszell and Westhoff is 80 South 8th Street, IDS Tower,
Minneapolis, Minnesota 55440-0010. The principal business address
of Ms. Tran is 35th Floor, One Pacific Place, 88 Queensway, Hong
Kong. The principal business address of American Express Company
is American Express Tower, World Financial Center, 200 Vesey
Street, New York, New York 10285.
If approval of the IDS Agreement is not obtained, LBGAM
will continue to act as the investment adviser to the Fund
pursuant to the LBGAM Agreement.
<PAGE>
REQUIRED VOTE
In accordance with the requirements of the 1940 Act,
the affirmative vote of (a) 67% or more of the shares of the Fund
present at the meeting, if more than 50% of the then outstanding
shares are present or represented by proxy, or (b) more than 50%
of the then outstanding shares of the Fund, whichever is less, is
required for approval of the IDS Agreement and the ratification of
the Sub-Advisory Agreement.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE IDS AGREEMENT AND THE RATIFICATION OF THE SUB-ADVISORY
AGREEMENT.
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE FUND'S CHARTER TO
CHANGE THE NAME
OF THE FUND TO "LATIN AMERICA GROWTH FUND, INC."
At the meeting, stockholders will be asked to approve
a change in the Fund's name to "Latin America Growth Fund, Inc."
The Board of Directors of the Fund unanimously approved an
amendment to the Fund's charter to change the Fund's name at a
meeting held on July 7, 1995, and directed that the name change be
submitted to stockholders. The approval will become effective
upon the closing of the Acquisition.
<PAGE>
REQUIRED VOTE
The affirmative vote of at least a majority of the
outstanding shares of the Fund is required to approve the change
in the Fund's name to "Latin America Growth Fund, Inc." Because
the vote requested is a majority of all outstanding shares,
abstentions and broker non-votes will have the same effect as
votes against the amendment.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS
VOTE "FOR" APPROVAL OF THE CHANGE IN THE FUND'S NAME TO "LATIN
AMERICA GROWTH FUND, INC."
ADDITIONAL INFORMATION
DESCRIPTION OF LBGAM
LBGAM is a wholly-owned subsidiary of Lehman Brothers
Holdings Plc., which is in turn a wholly-owned subsidiary of
Lehman Brothers U.K. Holdings Limited, which is in turn a wholly-
owned subsidiary of Lehman Brothers U.K. Holdings (Delaware) Inc.,
which is in turn a wholly-owned subsidiary of Lehman Brothers
Holdings Inc. ("Holdings"), a public company. Prior to May 31,
1994, LBGAM was an indirect subsidiary of American Express Company
through American Express Company's ownership of a majority of the
voting stock of Holdings.
The names, positions with LBGAM and principal occupation
of each executive officer and director of LBGAM are set forth in
the following table.
<TABLE>
<CAPTION>
POSITION WITH LBGAM AND
NAME PRINCIPAL OCCUPATION
<S><C> <C>
Peter Barbieri Director of LBGAM; Senior Vice President and
Chief Financial Officer of
the Financial Services Division and Asset
Management Division of Lehman
Brothers Holdings Inc.
Pauline Barrett Director and Chief Investment
Officer
Philip Howard Director
Laura Panayotou Company Secretary and Chief Administrative
Officer
</TABLE>
The principal business address of Lehman Brothers
Holdings Plc., Lehman Brothers U.K. Holdings Limited and Mr.
Howard is One Broadgate, London, EC2M 7HA England. The principal
business address of LBGAM, Ms. Barrett and Ms. Panayotou is Two
Broadgate, London EC2M 7HA England. The principal business
address of Lehman Brothers U.K. Holdings (Delaware) Inc., Holdings
and Mr. Barbieri is 3 World Financial Center, 200 Vesey Street,
New York, New York 10285.
<PAGE>
ADMINISTRATION
The Shareholder Services Group, Inc. ("TSSG") serves
as the Fund's administrator. TSSG's address is One Exchange
Place, Mail Zone: BOS425, 53 State Street, Boston, Massachusetts
02109. TSSG is a wholly-owned subsidiary of First Data
Corporation. As of June 30, 1995, American Express Company
beneficially owned 19.22% of the outstanding common stock of First
Data Corporation. Patricia L. Bickimer, Secretary of the Fund and
Associate General Counsel of TSSG, is a shareholder of Holdings
and American Express Company.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any
other matter which may come before the meeting. If any other
matter properly comes before the meeting, it is the intention of
the persons named in the proxy to vote the proxies in accordance
with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are
intended to be presented at the Fund's initial Annual Meeting of
Stockholders to be held in 1996 must be received by the Fund for
inclusion in the Fund's proxy statement and proxy relating to that
meeting no later than November 1, 1995.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing
material in connection with this solicitation of proxies will be
borne by LBGAM. Proxies may also be solicited personally by
officers of the Fund and by regular employees of LBGAM, TSSG or
their affiliates, or other representatives of the Fund or by
telephone or telegraph, in addition to the use of mails. Brokerage
houses, banks and other fiduciaries may be requested to forward
proxy solicitation material to their principals to obtain
authorization or the execution of proxies, and they will be
reimbursed by LBGAM for out-of-pocket expenses incurred in this
connection. LBGAM has retained Proxy Advantage, a service provided
by Applied Mailing Systems, Inc., a wholly-owned subsidiary of
TSSG, to assist in the solicitation of proxies at a fee to be paid
by LBGAM and estimated at $4,500, plus expenses.
NOTIFICATION REGARDING BRAZILIAN INVESTORS
The Fund is not intended to be an investment vehicle for
Brazilian residents. Accordingly, Brazilian residents are
encouraged not to purchase shares in the Fund.
August 15, 1995
<PAGE>
EXHIBIT A
LATIN AMERICA GROWTH FUND, INC.
INVESTMENT ADVISORY AGREEMENT
_______________, 1995
IDS International Inc.
11th Floor Dashwood House
69 Old Broad Street
London, England EC2M1QS
Ladies and Gentlemen:
The Latin America Growth Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland,
confirms its agreement with IDS International Inc. (the "Advisor")
regarding investment advisory services to be provided by the
Advisor to Fund. The Advisor agrees to provide services upon the
following terms and conditions:
1. INVESTMENT DESCRIPTION; APPOINTMENT.
The Fund employs its capital by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in the Fund's Articles of Amendment and
Restatement dated August 1, 1994, as amended from time to time
(the "Articles of Amendment and Restatement"), in the prospectus
(the "Prospectus") describing the Fund which was filed with the
Securities and Exchange Commission as part of the Fund's
Registration Statement on Form N-2, as amended from time to time,
and in the manner and to the extent as may from time to time be
approved by the Board of Directors of the Fund. Copies of the
Prospectus and the Articles of Amendment and Restatement have been
or will be submitted to the Advisor. The Fund desires to employ
and appoints the Advisor to act as the Fund's investment adviser.
The Advisor accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. SERVICES AS INVESTMENT ADVISOR.
Subject to the supervision and direction of the Board of
Directors of the Fund, the Advisor will have responsibility for
the investment advisory services provided to the Fund and will
exercise this responsibility in accordance with the Articles of
Amendment and Restatement, the Investment Company Act of 1940 and
the Investment Advisers Act of 1940, as the same may from time to
time be amended, and with the Fund's investment objective and
policies as stated in the Prospectus relating to the Fund as from
time to time in effect, as such objective and policies may be
amended from time to time. In connection therewith, the Advisor
will, among other things, (a) manage the Fund's portfolio in
accordance with the Fund's investment objective, policies and
restrictions as stated in the Prospectus, as such objective,
policies and restrictions may be amended from time to time; (b)
make investment decisions for the Fund; (c) place orders to
purchase and sell securities on behalf of the Fund; (d) employ
professional portfolio managers and securities analysts who
provide research services to the Fund; (e) participate in the
formulation of the Fund's investment policies; (f) analyze
economic trends affecting the Fund; and (g) monitor the brokerage
and research
<PAGE>
services (as those terms are defined in Section 28(e) of the
Securities Act of 1934) that are provided to the Fund and may be
considered in selecting brokers or dealers to execute particular
transactions. In providing those services, the Advisor will
conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. In
addition, the Advisor will furnish the Fund with whatever
statistical information the Fund may reasonably request with
respect to the instruments that the Fund may hold or contemplate
purchasing.
3. INFORMATION PROVIDED TO THE FUND.
The Advisor will keep the Fund informed of developments
materially affecting the Fund, and will, on its own initiative,
furnish the Fund from time to time with whatever information the
Advisor believes is appropriate for this purpose.
4. STANDARD OF CARE.
The Advisor will exercise its best judgment in rendering
the services described in paragraph 2 of this Agreement. The
Advisor will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except that nothing in
this Agreement may be deemed to protect or purport to protect the
Advisor against any liability to the Fund or to shareholders of
the Fund to which the Advisor would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or by reason of the Advisor's
reckless disregard of its obligations and duties under this
Agreement ("disabling conduct"). The Fund will indemnify the
Advisor against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties,
not resulting from disabling conduct by the Advisor.
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 Advisor 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 Advisor was not liable by reason of disabling conduct by (a)
the vote of a majority of a quorum of directors of the Fund who
are neither "interested persons" of the Fund nor parties to the
proceeding ("disinterested non-party directors"), or (b) an
independent legal counsel in a written opinion. The Advisor shall
be entitled to advances from the Fund 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 law. Prior to any such advance,
the Advisor shall provide to the Fund a written affirmation of its
good faith belief that the standard of conduct necessary for
indemnification by the Fund 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 Advisor shall provide a security in form and amount
acceptable to the Fund for its undertaking; (b) the Fund 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
Fund at the time the advance is proposed to be made, that there is
reason to believe that the Advisor will ultimately be found to be
entitled to indemnification.
5. COMPENSATION.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Advisor on the first
business day of each month a fee for the previous month at the
annual rate of 1.25% of the value of the Fund's average daily net
assets. The fee for the period from the date of this
<PAGE>
Agreement to the end of the month during which such day occurs
will be prorated according to the proportion that the period bears
to the full monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such part of that
month will be prorated according to the proportion that the period
bears to the full monthly period and will be payable upon the date
of termination of this Agreement. For the purpose of determining
fees payable to the Advisor, the value of the Fund's net assets
will be computed at the times and in the manner specified in the
Prospectus, as such times and manner may be modified from time to
time.
6. EXPENSES.
The Advisor will bear all expenses in connection with
the performance of its services under this Agreement. The Fund
will be responsible for all of the Fund's other expenses and
liabilities, including but not limited to: costs incurred in
connection with the Fund's organization; investment advisory and
administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory
compliance; the costs associated with maintaining the Fund's legal
existence; and the costs of corresponding with shareholders of the
Fund.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS.
(a) The Fund understands that the Advisor now acts,
will continue to act and may act in the future as investment
adviser to fiduciary and other managed accounts, and may act in
the future as investment adviser to other investment companies,
and the Fund has no objection to the Advisor so acting, provided
that whenever the Fund and one or more fiduciary and other managed
accounts or other investment companies advised by the Advisor have
available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a
formula believed by the Advisor to be equitable to each. The Fund
recognizes that in some cases this procedure may adversely affect
the price paid or received by the Fund or the size of the position
obtained or disposed of by the Fund.
(b) The Fund understands that the persons employed by
the Advisor to assist in the performance of the Advisor's duties
under this Agreement will not devote their full time to such
service and nothing contained in this Agreement will be deemed to
limit or restrict the right of the Advisor or any affiliate of the
Advisor to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
8. TERM OF AGREEMENT.
(a) This Agreement will become effective as of the
date first written above and will continue for an initial one-year
term and will continue thereafter so long as the continuance is
specifically approved at least annually by (i) the Board of
Directors of the Fund or (ii) a vote of a "majority" (as defined
in the Investment Company Act of 1940, as amended (the "1940
Act")) of the Fund's outstanding voting securities, provided that
in either event the continuance is also approved by a majority of
the Directors who are not "interested persons" (as defined in the
1940 Act) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on the approval.
(b) This Agreement is terminable, without penalty, on
60 days' written notice, by the Board of Directors of the Fund or
by vote of holders of a majority of the Fund's outstanding voting
securities, or upon 60 days' written notice, by the Advisor.
<PAGE>
(c) This Agreement will terminate automatically in the
event of its "assignment" (as defined in the 1940 Act).
9. REPRESENTATION BY THE FUND.
The Fund represents that a copy of the Articles of
Amendment and Restatement are on file with the Secretary of the
State of Maryland.
10. LIMITATION OF LIABILITY.
The execution and delivery of this Agreement have been
authorized by the Board of Directors of the Fund.
11. GOVERNING LAW.
This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New
York.
12. NOTICES.
Any notice hereunder shall be in writing and shall be
delivered in person or by telefax or facsimile (followed by
delivery in person) to the parties at the addresses set forth
below.
If to the Fund:
Latin America Growth Fund, Inc.
The Shareholder Services Group, Inc.
Mail Zone: BOS425
One Exchange Place
Boston, Massachusetts 02109
If to the Advisor:
IDS International Inc.
11th Floor Dashwood House
69 Old Broad Street
London, England EC2M1QS
13. COUNTERPARTS.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same
instrument.
<PAGE>
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this Agreement
by signing and returning the enclosed copy of this Agreement.
Very truly yours,
LATIN AMERICA GROWTH FUND, INC.
By:---------------------------------------------
Name:
Title:
Accepted:
IDS INTERNATIONAL INC.
By:-------------------------------------------
Name:
Title:
<PAGE>
EXHIBIT B
SUB-INVESTMENT ADVISORY AGREEMENT
LEHMAN BROTHERS GLOBAL ASSET MANAGEMENT LIMITED
Two Broadgate, 7th Floor
London EC2M 7HA, United Kingdom
June 16, 1995
IDS International Inc.
3100 IDS Tower
IDS Tower 10
Minneapolis, MN 55440
Re: LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.
Ladies and Gentlemen:
The undersigned ("LBGAM") serves as the investment
adviser to Lehman Brothers Latin America Growth Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of
Maryland, pursuant to an investment advisory agreement dated
October 24, 1994 (the "LBGAM Advisory Agreement"). LBGAM hereby
confirms its agreement with you ("IDS") and the Fund (but only
with respect to paragraphs 2, 4, 6, 7, 8, 9 and 10) regarding sub-
investment advisory services to be provided by IDS to the Fund.
IDS agrees to provide such services upon the following terms and
conditions:
1. INVESTMENT DESCRIPTION; APPOINTMENT.
The Fund employs its capital by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in the Fund's Articles of Amendment and
Restatement dated August 1, 1994, as amended from time to time
(the "Articles of Amendment and Restatement"), in the prospectus
(the "Prospectus") describing the Fund filed with the Securities
and Exchange Commission as part of the Fund's Registration
Statement on Form N-2, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by
the Board of Directors of the Fund. Copies of the Prospectus and
the Articles of Amendment and Restatement have been or will be
submitted to IDS. LBGAM desires to employ and appoints IDS to act
as the Fund's sub-investment adviser. IDS accepts the appointment
and agrees to furnish the services for the compensation set forth
below.
2. SERVICES AS SUB-INVESTMENT ADVISER.
Subject to the supervision and direction of the Board of
Directors of the Fund and in consultation with LBGAM, IDS will
have day-to-day responsibility for the investment advisory
services provided to the Fund and will exercise this
responsibility in accordance with the Articles of
<PAGE>
Amendment and Restatement, the Investment Company Act of 1940 and
the Investment Advisers Act of 1940, as the same may from time to
time be amended, and with the Fund's investment objective and
policies as stated in the Prospectus relating to the Fund as from
time to time in effect. In connection therewith, IDS will, among
other things, (a) manage the Fund's portfolio in accordance with
the Fund's investment objective, policies and restrictions as
stated in the Prospectus; (b) make investment decisions for the
Fund; (c) place orders to purchase and sell securities on behalf
of the Fund; (d) employ Mr. Ian King as the Fund's primary
portfolio manager and such other professional portfolio managers
as it deems appropriate in connection with rendering the services
described in this paragraph and employ securities analysts who
provide research services to the Fund; (e) participate in the
formulation of the Fund's investment policies; (f) analyze
economic trends affecting the Fund; and (g) monitor the brokerage
and research services (as those terms are defined in section 28(e)
of the Securities Act of 1934) that are provided to the Fund and
may be considered in selecting brokers or dealers to execute
particular transactions. In providing those services, IDS will
conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. In
addition, IDS will furnish the Fund or LBGAM with whatever
statistical information the Fund or LBGAM may reasonably request
with respect to the instruments that the Fund may hold or
contemplate purchasing.
3. INFORMATION PROVIDED TO THE FUND AND LBGAM.
IDS will keep the Fund and LBGAM informed of
developments materially affecting the Fund, and will, on its own
initiative, furnish the Fund and LBGAM from time to time with
whatever information IDS believes is appropriate for this purpose.
4. STANDARD OF CARE.
IDS will exercise its best judgment in rendering the
services described in paragraph 2 of this Agreement. IDS will not
be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which
this Agreement relates, except that nothing in this Agreement may
be deemed to protect or purport to protect IDS against any
liability to the Fund or to shareholders of the Fund to which IDS
would otherwise be subject by reason of wilful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or by reason of IDS's reckless disregard of its obligations
and duties under this Agreement ("disabling conduct"). The Fund
will indemnify IDS against, and hold it harmless from, any and all
losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses), including any amounts paid
in satisfaction of judgments, in compromise or as fines or
penalties, not resulting from disabling conduct by IDS.
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 IDS 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
IDS was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither
"interested persons" of the Fund nor parties to the proceeding
("disinterested non-party directors"), or (b) an independent legal
counsel in a written opinion. IDS shall be entitled to advances
from the Fund 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 law. Prior to any such advance, IDS shall
provide to the Fund a written affirmation of its good faith belief
that the standard of conduct necessary for indemnification by the
Fund 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) IDS shall
provide a security in form and amount acceptable to
<PAGE>
the Fund for its undertaking; (b) the Fund 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 Fund at the time the
advance is proposed to be made, that there is reason to believe
that IDS will ultimately be found to be entitled to
indemnification.
5. COMPENSATION.
In consideration of the services to be rendered by
IDS pursuant to this Agreement, LBGAM will pay IDS a monthly fee
at a rate equal to 1.125% of the value of the Fund's average daily
net assets. Each such payment shall be made promptly after
payment to LBGAM of its monthly fee payable by the Fund pursuant
to the LBGAM Advisory Agreement, and, if such fee payable to LBGAM
is not paid in full when due for any reason, then LBGAM may deduct
from the fees payable to IDS for the same period an amount equal
to the same proportion of IDS's fee that the amount withheld from
LBGAM bears to LBGAM's fee, with restitution to IDS if, as and
when the amount withheld from LBGAM's fee is paid to LBGAM by the
Fund.
The fee for the period from the date this Agreement
becomes effective to the end of the month during which this
Agreement becomes effective will be prorated according to the
proportion that the period bears to the full monthly period. Upon
any termination of this Agreement before the end of a month, the
fee for such part of that month will be prorated according to the
proportion that the period bears to the full monthly period and
will be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to IDS, the value of
the Fund's net assets will be computed at the times and in the
manner computed for the purpose of determining fees payable to
LBGAM under the LBGAM Advisory Agreement.
6. EXPENSES.
IDS will bear all expenses in connection with the
performance of its services under this Agreement. LBGAM will be
responsible for all expenses in connection with the performance by
it of its services under the LBGAM Advisory Agreement. The Fund
will be responsible for all of the Fund's other expenses and
liabilities, including but not limited to: costs incurred in
connection with the Fund's organization; investment advisory and
administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory
compliance; the costs associated with maintaining the Fund's legal
existence; and the costs of corresponding with shareholders of the
Fund.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS.
(a) The Fund and LBGAM understand that IDS now acts,
will continue to act and may act in the future as investment
adviser to fiduciary and other managed accounts, and may act in
the future as investment adviser or sub-investment adviser to
other investment companies, and the Fund and LBGAM have no
objection to IDS so acting, provided that whenever the Fund and
one or more fiduciary and other managed accounts or other
investment companies advised by IDS have available funds for
investment, investments suitable and appropriate for each will be
allocated in accordance with a formula believed by IDS to be
equitable to each. The Fund and LBGAM recognize that in some
cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or
disposed of by the Fund.
<PAGE>
(b) The Fund and LBGAM understand that the persons
employed by IDS to assist in the performance of IDS's duties under
this Agreement will not devote their full time to such service and
nothing contained in this Agreement will be deemed to limit or
restrict the right of IDS or any affiliate of IDS to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
8. TERM OF AGREEMENT.
(a) This Agreement will become effective on the date
of this Agreement and will terminate upon the earlier of (i) the
120th day following the date of this Agreement and (ii) the
termination of the LBGAM Advisory Agreement.
(b) This Agreement is terminable, without penalty,
upon 60 days' written notice, by (i) the Board of Directors of the
Fund, (ii) vote of holders of a majority of the Fund's outstanding
voting securities, (iii) LBGAM or (iv) IDS. In addition, this
Agreement is terminable, without penalty or prior notice, by LBGAM
in the event that Mr. Ian King ceases to act as the Fund's primary
portfolio manager.
(c) This Agreement will terminate automatically in
the event of its "assignment" (as defined in the 1940 Act).
9. REPRESENTATION BY THE FUND.
The Fund represents that a copy of the Articles of
Incorporation are on file with the Secretary of State of the State
of Maryland.
10. LIMITATION OF LIABILITY.
The execution and delivery of this Agreement have been
authorized by the Board of Directors of the Fund.
11. GOVERNING LAW.
This agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
12. NOTICES.
Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery
in person) to the parties at the addresses set forth below.
If to the Fund:
Lehman Brothers Latin America Growth Fund, Inc.
3 World Financial Center
New York, NY 10285
<PAGE>
If to LBGAM:
Lehman Brothers Global Asset Management Limited
Two Broadgate, 7th Floor
London EC2M 7HA, United Kingdom
If to IDS:
IDS International Inc.
3100 IDS Tower 10
Minneapolis, MN 55440
13. COUNTERPARTS.
This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same
instrument.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this Agreement
by signing and returning the enclosed copy of this Agreement.
Very truly yours,
LEHMAN BROTHERS GLOBAL
ASSET MANAGEMENT LIMITED
By: /s/ Peter C.
Barbieri
--------------
-----------------
Name: Peter C.
Barbieri
Title: Director
Accepted:
IDS INTERNATIONAL INC.
By: /s/ Peter Lamaison
----------------------------------
Name: Peter Lamaison
Title: Chairman
<PAGE>
Lehman Brothers Latin America Growth
Fund, Inc. hereby acknowledges and
agrees to the provisions of paragraphs
2,4,6,7,8,9 and 10 of this Agreement.
LEHMAN BROTHERS LATIN AMERICA GROWTH
FUND, INC.
By: /s/ Andrew Gordon
--------------------------------
Name: Andrew Gordon
Title: Chairman
LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC. PROXY SOLICITED BY
THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Lehman Brothers
Latin America Growth Fund, Inc., a Maryland corporation (the "Fund"),
hereby appoints Andrew Gordon, Patricia Bickimer and Christine Pastelis
Ritch, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of Common Stock which the
undersigned is entitled to vote at the Special Meeting of Stockholders
of the Fund to be held at the offices of the Fund at 3 World Financial
Center, 200 Vesey Street, New York, New York 10285 at 9:30 a.m., on
September 28, 1995, and any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and Proxy
Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before
the Meeting. A majority of the proxies present and acting at the
Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.
NOTE: Please sign exactly
as your name appears on this
Proxy. If joint owners,
EITHER may sign this Proxy.
When signing as attorney,
executor, administrator,
trustee, guardian or
corporate officer, please give your
full title.
DATE:----------------------
-----------------------------
---------------------------
---------------------------------
---------------------------
---------------------------------
SIGNATURE(S) (TITLE(S),
IF APPLICABLE)
PLEASE SIGN, DATE AND
RETURN
PROMPTLY IN THE ENCLOSED
ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed
by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT FOR / /
AGAINST / / ABSTAIN / /
AND RATIFICATION OF THE SUB-INVESTMENT ADVISORY
AGREEMENT
2. APPROVAL OF AN AMENDMENT TO THE FUND'S CHARTER FOR / /
AGAINST / / ABSTAIN / /
CHANGING THE NAME OF THE FUND
The Board of Directors recommends that the shareholders vote "FOR"
approval of the new advisory agreement between the Fund and IDS
International Inc. and ratification of the sub-investment advisory
agreement among Lehman Brothers Global Asset Management Limited, IDS
International Inc. and the Fund; and vote "FOR" approval of an amendment
to the Fund's charter changing the name of the Fund.
G:\SHARED\LEHMAN\CLOSED\LATIN\AGRMTS\SUBADV.DOC
