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
LATIN AMERICA GROWTH FUND, INC.
(Name of Registrant as Specified In Its Charter)
CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box.)
[ X ] $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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Latin America Growth Fund, Inc.
One Exchange Place
Boston, Massachusetts 02109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 12, 1996
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of
Latin America
Growth Fund, Inc. (the "Fund") will be held at One Exchange Place, Boston,
Massachusetts 02109, 10th floor, on Monday, February 12, 1996,
at 8:30 a.m., for the
purposes of considering and voting upon whether:
1. To elect five (5) Directors of the Fund (Proposal 1).
2. To ratify or reject the selection by the Board of Directors of Ernst &
Young LLP as independent auditors for the year ending October 31, 1996
(Proposal 2).
3. To consider and act upon any other business that may properly come
before the Meeting or any adjournment thereof.
The close of business on December 15, 1995, has been fixed as the
record date for
the determination of shareholders entitled to notice of and to vote
at the Meeting.
By Order of the Board of Directors,
Patricia L. Bickimer
Secretary
December 28, 1995
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL
MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF
MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
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:
Registration Valid Signature
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
Latin America Growth Fund, Inc.
One Exchange Place
Boston, Massachusetts 02109
ANNUAL MEETING OF SHAREHOLDERS
February 12, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with a solicitation
by the Board of
Directors of the Latin America Growth Fund, Inc. (the "Fund") of
proxies to be used at the
Annual Meeting of Shareholders of the Fund to be held on
February 12, 1996, at 8:30 a.m.
at the offices of First Data Investor Services Group, Inc.,
One Exchange Place, 10th Floor,
Boston, Massachusetts 02109 and at any adjournments thereof for
the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders.
This Proxy Statement and
the form of Proxy are first being sent to shareholders on or about
December 28, 1995.
Proxy solicitations will be made primarily by mail, but proxy
solicitations may also be
made by telephone, telegraph or personal interviews conducted by
officers of the Fund.
The costs of proxy solicitation and expenses incurred in connection
with the preparation of
this Proxy Statement and its enclosures will be paid by the Fund.
The Fund also will
reimburse brokerage firms and others for their expenses in
forwarding solicitation material
to the beneficial owners of the Fund shares. Shareholders
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 December 15, 1995, has been fixed
as the record date for
the determination of shareholders entitled to notice of and to vote at
the Meeting. Each
shareholder 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 Annual 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 shareholder 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 December 15, 1995, the only person or "group" (as the term is
used in
Section 13(d) of the Securities Exchange Act of 1934 (the "1934 Act"))
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 3,958,689 shares (98.79%). At December 15, 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 annual report for the fiscal year ended
October 31, 1995,
may be obtained without charge by writing to First Data Investor
Services Group, Inc., 53
State Street, Boston, Massachusetts 02109, or calling 1-800-468-6475.
Proposal 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of
five (5)
Directors of the Fund, each to hold office for a term not to exceed
three years, as set forth
below, and until his or her successor is elected and qualified. For this
Meeting, the first
Annual Meeting of Shareholders, the Directors will be divided into three
classes having
initial terms of one (Class I), two (Class II) or three (Class III) years,
respectively.
Commencing with the second Annual Meeting, the term of one class will
expire and the
successor or each of the successors elected to such class will be elected
to serve in the
class for a term of three years.
Each of the nominees listed below currently serve as Director of the
Fund and has
consented to continue to serve as Director of the Fund if elected at the
Meeting. If a
designated nominee declines or otherwise becomes unavailable for election,
however, the
proxy confers discretionary power on the persons named therein to vote
in favor of a
substitute nominee or nominees.
Set forth is a list of the nominees for election to the Fund's Board
of Directors,
together with certain other information. The Class I Directors would
serve a one-year
term, each of the Class II Directors would serve a two-year term and
the Class III Director
would serve a three-year term.
Name, Age, Principal
Occupation During the
Past Five Years
S
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1
5
,
1
9
9
5
* Peter L. Lamaison,
Age 54
Chairman of the Board
and President;
Director, President and
Chief Executive
Officer of IDS
International Inc.,
Manager of the Fund;
Chairman of the Board
and Chief Executive
Officer of IDS Fund
Management Limited.
1
9
9
5
I
I
N
o
n
e
Philip H. Didriksen,
Jr., Age 65
Director; Consultant,
PHDI; formerly
President and Chief
Executive Officer,
Quest Cash
Management Services
division of
Oppenheimer Capital
LP; formerly Chairman
of the Board and Chief
Executive Officer,
Alliance Cash
Management Services.
1
9
9
4
I
I
1
0
,
0
0
0
Name, Age, Principal
Occupation During the
Past Five Years
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5
,
1
9
9
5
Rodman L. Drake, Age
52
Director; President,
Rodman L. Drake &
Co., Inc.; Co-
Chairman of the
Board, KMR Power
Corporation; Trustee,
Excelsior Funds;
Director, Hyperion
Total Return Fund,
Hyperion 1997 Term
Trust, Hyperion 1999
Term Trust, Hyperion
2002 Term Trust;
Hyperion 2005
Opportunity Term
Trust, Director,
Parsons, Brinkerhoff
Inc., Chairman, Car
Rental Systems de
Brasil S.A. (Hertz
System)
1
9
9
4
I
I
I
5
0
0
Kathleen C. Holmes,
Age 47
Director; Managing
Director, Wharton
School Financial
Institutions Center,
University of
Pennsylvania;
Consultant, Furash &
Company; Director,
Lehman Brothers
Funds, Inc.
1
9
9
4
I
N
o
n
e
Peer Pedersen, Age 70
Director; Managing
Partner, Pedersen &
Houpt (law firm);
Director, Aon
Corporation, Boston
Chicken, Inc., Delray
Farms, Inc., Extended
Stay of America, Inc.,
H2O Plus, Inc.,
Spraying Systems,
Inc., Tempel Steel
Company, Tennis
Corporation of
America, WMX
Technologies, Inc.;
Director of several
other investment
companies.
1
9
9
4
I
1
0
,
0
0
0
Each Director who is not an "interested person" (as defined in the
1940 Act) of the
Fund (a "non-interested" Director) receives a fee of $7,000 per annum plus
$1,000 for
each Regular or Special Board Meeting attended in person or by telephone,
plus related
travel and out-of-pocket expenses. The Board of Directors held six
Meetings during the
fiscal period ended October 31, 1995, and all of the Directors, except
Peer Pedersen,
attended in-person at least 75% of the Meetings. The aggregate
remuneration paid to the
non-interested Directors of the Fund for the fiscal year period ended
October 31, 1995,
amounted to $57,049 (including reimbursement for travel and out-of-pocket
expenses).
The Board of Directors has an Audit Committee
consisting of all non-interested Directors. The Audit
Committee meets with the Fund's independent accountants to
(i) review and approve the scope and results of their
professional services; (ii) review the procedures for
evaluating the adequacy of the Fund's accounting controls;
(iii) consider the range of audit fees; (iv) make
recommendations to the Board of Directors regarding the
engagement of the Fund's independent accountants; and (v)
have such other duties as the Board of Directors from time
to time direct. This committee currently consists of
Messrs. Didriksen, Drake and Pedersen and Ms. Holmes. The
Audit Committee met once during the fiscal year ended
October 31, 1995.
The names of the officers of the Fund (other than Mr. Lamaison who
is described
above) are listed in the table below. This table also shows certain
additional information.
Each officer of the Fund will hold such office until a successor has
been elected by the
Board of Directors.
Name, Age,
Principal
Occupation
During the
Past Five Years
P
o
s
i
t
i
o
n
w
i
t
h
F
u
n
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S
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a
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O
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D
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m
b
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r
1
5
,
1
9
9
5
Ian King, Age
30
Portfolio
Manager,
Emerging
Markets at IDS
International
Inc., prior to
June 1995,
Director,
Lehman
Brothers Global
Asset
Management
V
i
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e
P
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e
s
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t
M
a
n
a
g
e
r
1
9
9
4
N
o
n
e
Patricia L.
Bickimer, Age
42
Vice President
and Associate
General
Counsel, First
Data Investor
Services Group,
Inc.; prior to
May 1994, Vice
President and
Associate
General
Counsel, The
Boston
Company
Advisors, Inc.
S
e
c
r
e
t
a
r
y
1
9
9
4
N
o
n
e
Michael C.
Kardok, Age 36
Vice President,
First Data
Investor
Services Group,
Inc., prior to
May 1994, Vice
President, The
Boston
Company
Advisors, Inc.
T
r
e
a
s
u
r
e
r
1
9
9
4
N
o
n
e
The following table sets forth certain information regarding the
compensation of
the Fund's Directors and Officers. No Officer received compensation
from the Fund in
excess of $60,000 for the fiscal year ended October 31, 1995.
The Fund does not have an
existing Pension or Retirement Plan.
Compensation Table
Name of Person,
Position
Aggregate
Compensat
ion From
Fund**
*Peter L. Lamaison,
Director, President and
Chairman of the Board
N/A
Kathleen C. Holmes,
Director
$12,000
Peer Pedersen,
Director
$11,000
Rodman L. Drake,
Director
$13,000
Philip H. Didriksen,
Jr.,
Director
$12,000
* "Interested person" of the Fund, as defined in the
1940 Act.
** The Fund is not part of a Fund Complex consisting of
other investment companies.
Required Vote
Election of the listed nominees for Directors will require the
affirmative vote of a
plurality of the votes cast at the Meeting in person or by proxy.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL NO. 1.
Proposal 2: SELECTION OF INDEPENDENT AUDITORS
A majority of Directors (including the "non-interested" Directors) of
the Fund (as
defined in the 1940 Act) has selected Ernst & Young LLP as independent
auditors for the
Fund for the year ending October 31, 1996. The ratification of the
selection of
independent auditors is to be voted on at the Meeting, and it is intended
that the persons
named in the accompanying Proxy will vote for Ernst & Young LLP. It is
expected that a
representative of Ernst & Young LLP will not be present at the Meeting,
but will be
available by telephone to answer any questions that may arise.
The Board's policy regarding engaging independent auditors' services is that
management may engage the Fund's principal independent auditors to
provide any services
normally provided by independent accounting firms, provided that
such services meet any
and all of the independence requirements of the American Institute
of Certified Public
Accountants and the Securities and Exchange Commission (the "SEC").
In accordance
with this policy, the Audit Committee reviews and approves all
services provided by the
independent auditors prior to their being rendered. The Board of
Directors also receives a
report from its Audit Committee relating to all services after
they have been performed by
the Fund's independent auditors.
Required Vote
Ratification of the selection of Ernst & Young LLP as independent
auditors for the
Fund requires the affirmative vote of the holders of a majority of
the Shares represented at
the Meeting in person or by proxy.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL NO. 2.
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund that are
intended to be presented at the Fund's next Annual Meeting
of Shareholders to be held in 1997 must be received by the
Fund for consideration for inclusion in the Fund's proxy
statement relating to the Meeting no later than October 1,
1996.
ADDITIONAL INFORMATION
Investment Adviser and Administrator
IDS International Inc. serves as the Fund's
investment adviser and its business address is 11th Floor
Dashwood House, 69 Old Broad Street, London, EC2M 1QS,
United Kingdom. First Data Investor Services Group, Inc.
acts as the administrator to the Fund and is located at
One Exchange Place, Boston, Massachusetts 02109.
Compliance with the Securities and Exchange Act of 1934
Section 16(a) of the 1934 Act requires the Fund's
Directors and Officers, certain persons affiliated with
the Investment Adviser and persons who own more than 10%
of a registered class of the Fund's securities, to file
reports of ownership and changes of ownership with the SEC
and the New York Stock Exchange. Directors, Officers and
greater-than-10% shareholders are required by the SEC
regulations to furnish the Fund with copies of all Section
16(a) forms they file. Based solely upon its review of
the copies of such forms received by it and written
representations from certain of such persons, the Fund
believes that through the date hereof all such filing
requirements applicable to such persons were complied
with.
Broker Non-Votes and Abstentions
A proxy which is properly executed and returned
accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (i.e. shares held by
brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter).
Proxies that reflect abstentions or broker non-votes
(collectively "abstentions") will be counted as shares
that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. Under
Maryland law, abstentions do not constitute a vote "for"
or "against" a matter and will be disregarded in
determining the "votes cast" on an issue.
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.
Dated: December 28, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
LATIN AMERICA GROWTH FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Latin America Growth Fund,
Inc., a Maryland corporation (the "Fund"), hereby appoints
Peter Lamaison, James
Hirsh and Christine P. Ritch, and each of them, 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 Annual Meeting
of Shareholders of
the Fund to be held at the offices of the Fund at One Exchange Place, Boston,
Massachusetts 02109, 10th floor, at 8:30 a.m., on February 12, 1996, and any
adjournments thereof. The undersigned hereby acknowledges receipt of
the Notice
of Annual 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) (Capacity, 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. ELECTION OF DIRECTORS FOR * WITHHELD *
Peter L. Lamaison
Philip H. Didriksen, Jr.
Rodman L. Drake
Kathleen C. Holmes
Peer Pedersen
For all nominees, except as noted below:
______________________________________________
2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP
FOR * AGAINST * ABSTAIN *
AS INDEPENDENT AUDTIORS
The Board of Directors recommends that the shareholders vote
"FOR" ratification of
the selection of
Ernst & Young LLP as independent auditors.
* "Interested person" of the Fund, as defined in the 1940 Act.
