As filed with the Securities and Exchange Commission
on February 28, 1996
File Nos. 811-7197
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
Registration Statement Under the
Investment Company Act of 1940
Amendment No. 4
LATIN AMERICA GROWTH FUND, INC.
(Exact Name of Registrant as specific in charter)
One Exchange Place
Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number (800) 310-8239
Christine P. Ritch
Latin America Growth Fund, Inc.
One Exchange Place
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
LATIN AMERICA GROWTH FUND, INC.
CROSS-REFERENCE SHEET
PARTS A AND B OF PROSPECTUS*
ITEMS IN PARTS A AND B OF FORM N-2 LOCATION IN PROSPECTUS
Item 1. Outside Front Cover Cover of Prospectus
Item 2. Inside Front and Outside Back Inside Front and Outside Back
Cover Page Cover of Prospectus
Item 3. Fee Table and Synopsis Prospectus Summary; Summary of
Expenses; Management of the Fund
Item 4. Financial Highlights Not Applicable
Item 5. Plan of Distribution Cover of Prospectus; Management of
the Fund; Underwriting
Item 6. Selling Shareholders Not Applicable
Item 7. Use of Proceeds Use of Proceeds; Investment
Objective and Policies; Additional
Investment Practices
Item 8. General Description of the Registrant Cover of
Prospectus; Prospectus
Summary; The Fund; Investment
Objective and Policies; Additional
Investment Practices; Investment
Restrictions; Risk Factors and
Special Considerations
Item 9. Management Management of the Fund; Custodian,
Transfer Agent, Dividend Paying
Agent and Registrar; Common Stock
Item 10. Capital Stock, Long-Term Debt, Common Stock; Dividends
and
and Other Securities Distributions; Dividend Reinvest-
ment Plan; Taxation
Item 11. Defaults and Arrears on Senior Not Applicable
Securities
Item 12. Legal Proceedings Not Applicable
Item 13. Table of Contents of the Statement Not Applicable
of Additional Information
Item 14. Cover Page Not Applicable
Item 15. Table of Contents Not Applicable
Item 16. General Information and History Not Applicable
Item 17. Investment Objective and Policies Investment Objective and
Policies;
Additional Investment Practices;
Investment Restrictions; Portfolio
Transactions
Item 18. Management Management of the Fund; Custodian,
Transfer Agent, Dividend Paying
Agent and Registrar
Item 19. Control Persons and Principal Common Stock
Holders of Securities
Item 20. Investment Advisory and Other Management of the Fund
Services
Item 21. Brokerage Allocation and Other Portfolio Transactions
Practices
Item 22. Tax Status Dividends and Distributions;
Dividend Reinvestment Plan;
Taxation
Item 23. Financial Statements Experts; Financial Statements
PART A. INFORMATION REQUIRED IN A PROSPECTUS*
Item 1. Outside Front Cover
(1)(a) Latin America Growth Fund, Inc. (the "Fund") is a closed-end
diversified management investment company. Prior to September 29, 1995 the
Fund was known as Lehman Brothers Latin America Growth Fund, Inc.
(1)(b)-(k) Incorporated by reference to Amendment No. 3 to the Fund's
Registration Statement as filed with the Securities and Exchange Commission
(the "Commission") on October 28, 1994 ("Amendment No. 3").
(2) Incorporated by reference to Amendment No. 3.
Item 2. Inside Front Cover and Outside Back Cover Page
Incorporated by reference to Amendment No. 3.
Item 3. Fee Table and Synopsis
Incorporated by reference to Amendment No. 3.
Item 4. Financial Highlights
(1) Incorporated by reference to the Fund's Annual Report for the fiscal
year ended October 31, 1995 definitive copies of which were filed with the
Commission pursuant to Rule 30b2-1 of the Securities Exchange Act of 1934 on
December 28, 1995 as Accession #0000927405-95-000179 (the "Annual Report").
(2) Not applicable.
(3) Not applicable.
Item 5. Plan of Distribution
Incorporated by reference to Amendment No. 3.
Item 6. Selling Shareholders
Not applicable.
Item 7. Use of Proceeds
Incorporated by reference to Amendment No. 3.
Item 8. General Description of Registrant
(1)-(4) Incorporated by reference to Amendment No. 3.
(5) The common stock of the Registrant, par value $.001 per share (the
"Common Stock") is listed and has traded on the New York Stock Exchange, Inc.
(the "NYSE") since October 31, 1994. The following table sets forth for the
quarters indicated (i) the high and low closing prices per share on the NYSE
of the Fund's Common Stock, (ii) the net asset value per share, and (iii) the
premium or discount from net asset value, expressed as a percentage of net
asset value, for each high and low closing price provided.
Premium or Discount
Quarter Share Price Net Asset Value % of NAV
Ended High Low High Low High Low
1/31/96 11.50 8.75 11.98 10.88 (4.00)% (19.58)%
10/31/95 11.25 9.38 12.80 11.48 (12.11)% (18.29)%
7/31/95 12.25 10.00 13.19 12.21 (7.13)% (18.10)%
4/30/95 12.75 9.00 12.86 11.46 (.86)% (21.47)%
1/31/95 15.13 10.50 13.71 12.91 (10.36)% (18.67)%
The Fund's shares have historically traded at a discount to net asset
value. At the close of business on February 23, 1996, the market price of
Common Stock on the NYSE was $10.88 per share, and the net asset value per
share was $12.22.
(6) Not applicable.
Item 9. Management
(1)(a) Incorporated by reference to Amendment No. 3.
(b) IDS International Inc. (the "Adviser"), located at 69 Old Broad
Street, London, England, serves as investment adviser to the Fund. Subject to
the supervision and direction of the Fund's Board of Directors, the Adviser
manages the portfolio of the Fund in accordance with the Fund's stated
objective and policies, makes investment decisions for the Fund and places
orders to purchase and sell securities. The Adviser is a wholly-owned
subsidiary of American Express Financial Corporation, which is in turn a
wholly-owned subsidiary of American Express Company. The Fund will pay the
Adviser a fee for its advisory services at an annual rate of 1.25% of the
value of the Fund's average weekly net assets. Prior to September 29, 1995,
Lehman Brothers Global Asset Management Limited served as investment adviser
to the Fund.
(c) Ian King, CFA, Portfolio Manager, Emerging Markets at the Adviser,
has acted as portfolio manager of the Fund since the Fund's commencement of
operations and has primary responsibility for the day-to-day management of the
Fund's investment portfolio. Prior to June 1995, Mr. King was a Director of
Lehman Brothers Global Asset Management Limited.
(d)-(g) Incorporated by reference to Amendment No. 3.
(2) Not applicable.
(3) Not applicable.
Item 10. Capital Stock, Long-Term Debt, and Other Securities
(1) Incorporated by reference to Amendment No 3.
(2) Not applicable.
(3) Not applicable.
(4) Incorporated by reference to Amendment No. 3.
(5) As of December 15, 1995, the Fund's capital stock was as follows:
(1) (2) (3) (4)
Amount Held by Amount Outstanding
Title of Amount by Fund or Exclusive of Amount
Class Authorized for its Account Shown Under (3)
Common 100,000,000 0 4,007,169
Stock
(6) Not applicable.
Item 11. Defaults and Arrears on Senior Securities
Not applicable.
Item 12. Legal Proceedings
Not applicable.
Item 13. Table of Contents of the Statement of Additional
Information
Not applicable.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION*
Item 14. Cover Page
Not applicable.
Item 15. Table of Contents
Not applicable.
Item 16. General Information and History
On September 29, 1995, the Fund changed its name from Lehman Brothers
Latin America Growth Fund, Inc. to Latin America Growth Fund, Inc.
Item 17. Investment Objective and Policies
Incorporated by reference to Amendment No. 3.
Item 18. Management
Incorporated by reference to the Proxy Statement of the Fund dated
December 28, 1995 for the Annual Meeting of Shareholders of the Fund held on
February 12, 1996 as filed with the Commission on December 29, 1995 as
Accession #0000927405-95-000180.
Item 19. Control Persons and Other Principal Holders of
Securities
(1) Not applicable.
(2) At January 31, 1996, the only person or "group" 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 3,957,889 shares (98.77%).
(3) At January 31, 1996, directors and officers of the Fund, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund.
Item 20. Investment Advisory and Other Services
(1)-(5)
(a)-(b) Incorporated by reference to the Proxy Statement of the Fund dated
August 15, 1995 for the Special Meeting of Shareholders of the Fund held on
September 28, 1995 as filed with the Commission on August 17, 1995 as
Accession #0000927405-95-000053.
IDS International Inc. serves as investment adviser to the Fund pursuant
to a written advisory agreement approved by the Fund's Board of Directors,
including a majority of those directors who are not "interested persons" (as
defined in the Investment Company Act of 1940) of the Fund, on July 7, 1995
and by the Fund's shareholders at a Special Meeting of Shareholders held on
September 28, 1995. (Please see Item 9 for a description of the services
provided by the Adviser under the investment advisory agreement.) The Adviser
bears all expenses in connection with the performance of its services and pays
the salaries of all officers or employees who are employed by both it and the
Fund. Unless sooner terminated, the investment advisory agreement will
continue in effect until September 28, 1996 and from year to year thereafter
if such continuance is approved at least annually by the Fund's Board of
Directors or by a vote of a majority of the oustanding shares of the Fund and,
in either case by a majority of the directors who are not parties to such
agreement or "interested persons" of any party by votes cast in person at a
meeting called for such purpose. The investment advisory agreement is
terminable by the Fund or the Adviser on 60 days' written notice and will
terminate immediately in the event of its assignment. Prior to September 29,
1995, Lehman Brothers Global Asset Management Limited ("LBGAM") served as
investment adviser to the Fund.
For the fiscal year ended October 31, 1995, the Fund paid $624,310 in
advisory fees of which $196,043.07 was paid to the Adviser and $428,266.87 was
paid to LBGAM.
(6)-(8) Incorporated by reference to Amendment No. 3.
Item 21. Brokerage Allocation and Other Practices
(1) Incorporated by reference to Amendment No. 3.
(2) Not applicable.
(3) Incorporated by reference to Amendment No. 3.
(4) Incorporated by reference to Amendment No. 3.
(5) Not applicable.
Item 22. Tax Status
Incorporated by reference to Amendment No. 3.
Item 23. Financial Statements
The Fund's audited financial statements for the fiscal year are
incorporated by reference to the Annual Report.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(1) Financial Statements
Parts A and B:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(Incorporated by reference as set forth in Item 20)
(2) Exhibits:
(a) Articles Supplementary
(g) Investment Advisory Agreement
(r) Financial Data Schedule
(s) Powers of Attorney
Item 25. Marketing Arrangements
Incorporated by reference to Amendment No. 3.
Item 26. Other Expenses of Issuance and Distribution
Incorporated by reference to Amendment No. 3.
Item 27. Persons Controlled by or Under Common Control
Not applicable.
Item 28. Number of Security Holders
As of January 31, 1996:
Number of
Title of Class Record Shareholders
Common Stock 4,007,169
Item 29. Indemnification
Incorporated by reference to Amendment No. 3.
Item 30. Business and Other Connections of Investment Adviser
Information as to the directors and officers of the Adviser are included
in its Form ADV filed with the Commission (Commission File No. 801-15966) and
is incorporated herein by reference thereto.
Item 31. Location of Accounts and Records
Pursuant to Section 31(a) of the 1940 Act and Rules 31a1-3 thereunder,
all accounts, books and other documents required to be maintained are located
at:
Latin America Growth Fund, Inc.
c/o First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
IDS International Inc.
11th Floor Dashwood House
69 Old Broad Street
London, England
(As Adviser)
Boston Safe Deposit & Trust Company
One Boston Place
Boston, Massachusetts 02108
(As Custodian)
First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(As Administrator, Transfer Agent, Registrar and Dividend-Paying Agent for
Common Stock)
Item 32. Management Services
Not applicable.
Item 33. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 4 to its
Registration Statement on Form N-2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 28th day of February, 1996.
LATIN AMERICA GROWTH FUND, INC.
By: CHRISTINE P. RITCH
CHRISTINE P. RITCH
Title: Assistant Secretary
_____________________________
*All items required to be set forth in Part B: Statement of
Additional Information has been included in Part A: The
Prospectus.
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lehman brothers latin america growth fund, inc.
articles of amendment
Lehman Brothers Latin America Growth Fund, Inc., a Maryland
corporation having its principal office in Baltimore City,
Maryland (which is hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Charter of the Corporation is hereby amended
as follows:
ARTICLE II of the Charter is amended in its entirety to read
as follows:
ARTICLE II
NAME
The name of the corporation (which is hereinafter called the
"Corporation") is:
"Latin America Growth Fund, Inc."
SECOND: The amendment does not increase the authorized
stock of the Corporation.
THIRD: The foregoing amendment to the Charter of the
Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, Lehman Brothers Latin America Growth
Fund, Inc. has caused these presents to be signed in its name and
on its behalf by its Vice President and witnessed by its Assistant
Secretary on September 28, 1995.
WITNESS: LEHMAN BROTHERS LATIN AMERICA
GROWTH FUND, INC.
CHRISTINE P. RITCH By IAN J. KING
Assistant Secretary Vice
President
THE UNDERSIGNED, Vice President of Lehman Brothers Latin
America Growth Fund, Inc., who executed on behalf of the
Corporation the foregoing Articles of Amendment of which this
certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Amendment to
be the corporate act of said Corporation and hereby certifies that
to the best of his or her knowledge, information, and belief the
matters and facts set forth therein with respect to the
authorization and approval thereof are true in all materials
respects under the penalties of perjury.
IAN J. KING
Vice President
g:\shared\lehman\closed\latin\agrmts\artamen2.doc
LATIN AMERICA GROWTH FUND, INC.
INVESTMENT ADVISORY AGREEMENT
September 29, 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 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 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 or Sub-
Investment 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 two-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.
(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 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 be 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.
Exchange Place
53 State Street
Boston, MA 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.
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: PETER L. LAMAISON
Name: Peter L. Lamaison
Title: Chairman of the Board
Accepted:
IDS INTERNATIONAL INC.
By: PETER ANDERSON
Name: Peter Anderson
Title: Chairman and Chief Investment Officer
SHARED/LEHMAN/CLOSED/LATIN/AGRMTS/INVADV2.DOC
LATIN AMERICA GROWTH FUND, INC.
POWER OF ATTORNEY
The undersigned, being all of the directors of Latin America
Growth Fund (the "Fund"), whose signatures appear below, do hereby
constitute and appoint Peter L. Lamaison and Christine P. Ritch,
or any one of them, their true and lawful attorneys and agents to
execute in their name, place and stead, in their capacity as
director or officer, or both, of the Fund, the Registration
Statement of the Fund on Form N-2, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned directors and/or officers of the Fund, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned directors and/or officers of the Fund might or could
do in person, said acts of said attorneys being hereby ratified
and approved.
PETER L. LAMAISON
Peter L. Lamaison
MICHAEL KARDOK
Michael Kardok
PHILIP H. DIDRIKSEN, JR.
Philip H. Didriksen, Jr.
RODMAN L. DRAKE
Rodman L. Drake
KATHLEEN C. MCCLAVE
Kathleen C. McClave
PEER PEDERSEN
Peer Pedersen
Dated: February 12, 1996
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G:\SHARED\LEHMAN\CLOSED\LATIN\N2POA.DOC
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-END> OCT-31-95
<INVESTMENTS-AT-COST> 55,951,652
<INVESTMENTS-AT-VALUE> 47,319,057
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<APPREC-INCREASE-CURRENT> (8,634,224)
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<EQUALIZATION> 0
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<PER-SHARE-NAV-END> 11.56
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</TABLE>
