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, Secretary..........................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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 transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Latin America Growth Fund, Inc.
One Exchange Place
Boston, Massachusetts 02109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 11, 1998
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 American Express Tower,
200 Vesey Street, 26th Floor, Room 7, New York, New York 10285 on Wednesday,
February 11, 1998, at 8:30 a.m., for the purposes of considering and voting upon
whether:
1. To elect two (2) 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, 1998
(Proposal 2).
3. To approve an amendment to the Fund's charter to change the name of
the Fund to Latin America Smaller Companies Fund, Inc. (Proposal 3).
4. 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 12, 1997, 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,
Christine P. Ritch
Secretary
December 30, 1997
- ----------------------------------------
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 UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
<PAGE>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of
assistance to you and will 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
<PAGE>
6
Latin America Growth Fund, Inc.
One Exchange Place
Boston, Massachusetts 02109
ANNUAL MEETING OF SHAREHOLDERS
February 11, 1998
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 11, 1998, at 8:30 a.m. at American Express Tower, 200 Vesey Street,
26th Floor, Room 7, New York, New York 10285 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 30, 1997.
Proxy solicitations will be made primarily by mail, but officers of the
Fund and officers and regular employees of First Data Investor Services Group,
Inc., the Fund's transfer agent (the "Transfer Agent"), affiliates of the
Transfer Agent or other representatives of the Fund also may solicit proxies by
telephone, telegraph or in person. The costs of proxy solicitation and expenses
incurred in connection with preparing 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 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, 2 and 3.
The close of business on December 12, 1997, 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 any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy and 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 and it is otherwise appropriate. 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.
A copy of the Fund's annual report for the fiscal year ended October
31, 1997, may be obtained without charge by writing to First Data Investor
Services Group, Inc., 4400 Computer Drive, Westborough, Massachusetts
01581-5120, or calling 1-800-331-1710.
<PAGE>
As of December 12, 1997, the following person owned of record 5%
or more of the outstanding shares of the Fund: Cede & Co., as
nominee to the Depository Trust Company, Seven Hanover Square,
23rd Floor, New York, New York 10004, with 3,991,555 shares
(99.61%). In addition, to the best knowledge of the Fund, the
following persons or "group" (as the term is used in Section 13(d)
of the Securities Exchange Act of 1934 (the "1934 Act")) owned
beneficially 5% or more of the outstanding shares of the Fund:
Number of % of Shares
Shares Outstanding
City of London Investment
Management Company Ltd.
10 Eastcheap 816,200 20.4
London EC3M IAJ
England
Olliff & Partners PLC
10 Eastcheap 976,600 24.4
London EC3M IAJ
England
The MP Emerging Markets Country Fund
10 Eastcheap 281,600 7.0
London EC3M IAJ
England
together as a group:
President and Fellows of Harvard College
c/o Harvard Management Company Inc.
600 Atlantic Ave.
Boston, MA 02210
and 469,100 11.7
The Harvard University Master Trust Fund
1350 Massachusetts Avenue
Holyoke Center, Room 340
Cambridge, MA 02138
As of December 12, 1997, the directors and officers of the Fund,
as a group, beneficially owned less than 1% of the outstanding
shares of the Fund.
Proposal 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of
two (2) Directors of the Fund, each to hold office for a term of three years,
and until his or her successor is elected and qualified. The Board of Directors
is divided into three classes. Each year the term of office of one class
expires. At the forthcoming Meeting, it is proposed that Peter L. Lamaison and
Philip H. Didriksen, Jr., who have previously been elected by shareholders and
are currently serving as Class II Directors, each be elected for a term of three
years (until the Annual Meeting in 2001) and until his successor is elected and
qualified.
Unless authority is withheld, it is the intention of the persons named
in the proxy to vote FOR the election of the nominees named below. Each nominee
has indicated that he will serve if elected, but if any should be unable to
serve, the proxy will be voted for any other person in the discretion of the
persons named in the proxy.
Set forth is a list of the nominees for election to the Fund's Board of
Directors, together with certain other information.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of
Common Stock
Name, Age, Principal Beneficially
Occupation During the Served as a Owned as of
Past Five Years Director Since Class December 12, 1997
- ------------------ ----------------- ----- -----------------
*Peter L. Lamaison, Age 56. 1995 II None
Chairman of the Board; Director, President and Chief Executive Officer of
American Express Asset Management International Inc., Manager of the Fund;
Chairman of the Board and Chief Executive Officer of American Express Asset
Management Ltd.
Philip H. Didriksen, Jr., Age 67 1994 II 10,000
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.
- ------------------------------
* "Interested person" of the Fund, as defined in the 1940 Act.
</TABLE>
<PAGE>
The following Directors of the Fund will continue to serve in such
capacity until their terms of office expire and their successors are elected and
qualified.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of
Common Stock
Name, Age, Principal Class and Beneficially
Occupation During the Served as a Date Term Owned as of
Past Five Years Director Since Expires December 12, 1997
- ------------------ ----------------- ------- -----------------
Rodman L. Drake, Age 54 1994 III - 1999 500
Director; Director & Chief Operating Officer, Continuation Investments N.V.,
President, Rodman L. Drake & Co., Inc.; Co-Chairman of the Board, KMR Power of
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.
Kathleen C. McClave, Age 49 1994 I - 2000 None
Director; Chief Executive Officer,
Furash & Company;
Managing Director, Wharton
School Financial Institutions Center,
University of Pennsylvania.
Peer Pedersen, Age 72...... 1994 I - 2000 10,000
Director; Chairman and Managing
Partner, Pedersen & Houpt (law firm); Director, Aon Corporation, Boston Chicken,
Inc., Delray Farms, Inc., Docks Great Fish, Inc., Extended Stay of American,
Inc., H2O Plus, Inc., Spraying Systems, Inc., Tempel Steel Company, Tennis
Corporation of America, WMX Technologies, Inc., Wireless Broadcasting Systems of
America, Inc.; Director of several other investment companies.
</TABLE>
Each Director who is not an "interested person" (as defined in the
Investment Company Act of 1940 (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 four Meetings during the
fiscal year ended October 31, 1997 and all of the Directors, except Peer
Pedersen, attended at least 75% of the Meetings. The aggregate remuneration paid
to the non-interested Directors of the Fund for the fiscal year ended October
31, 1997, amounted to $48,772.09 (including reimbursement for travel and
out-of-pocket expenses).
The Board of Directors has appointed 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) perform 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. McClave. The Audit Committee met
once during the fiscal year ended October 31, 1997.
The names of the executive officers of the Fund are listed in the table
below. This table also shows certain additional information. Each such officer
of the Fund will hold office until a successor has been appointed by the Board
of Directors.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of
Common Stock
Name, Age, Principal Beneficially
Occupation During the Position with Served as an Owned as of
Past Five Years . Fund Officer Since December 12, 1997
- ------------------ ---- ------------- -----------------
*Ian King, Age 32 ......... Vice President 1994 None
Portfolio Manager, Emerging and
Markets at American Express Investment Officer
Asset Management International
Inc.; prior to June 1995, Director,
Lehman Brothers Global Asset
Management.
Christine P. Ritch, Age 36. Secretary 1996 None
Counsel, First Data Investor
Services Group, Inc.; prior to May
1994, Counsel, The Boston
Company Advisors, Inc.
Michael C. Kardok, Age 38.. Treasurer and 1994 None
Vice President, First Data Investor Chief Financial
Services Group, Inc.; prior to May Officer
1994, Vice President, The Boston
Company Advisors, Inc.
</TABLE>
The following table sets forth certain information regarding the
compensation of the Fund's Directors. No Officer received compensation from the
Fund in excess of $60,000 for the fiscal year ended October 31, 1997.
The Fund does not have an existing Pension or Retirement Plan.
.........
* "Interested person" of the Fund, as defined in the 1940 Act.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Compensation Table
Name of Person, Position Aggregate Compensation From Fund**
*Peter L. Lamaison,........ N/A
Chairman of the Board
Kathleen C. McClave,....... $11,000
Director
Peer Pedersen, ......... $9,000
Director
Rodman L. Drake, ......... $11,000
Director
Philip H. Didriksen, Jr.,.. $11,000
Director
</TABLE>
* "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 fiscal year ending October 31, 1998.
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.
Proposal 3: APPROVAL OF AN AMENDMENT TO THE FUND'S CHARTER TO CHANGE THE
NAME OF THE FUND TO "LATIN AMERICA SMALLER COMPANIES FUND, INC."
At the Meeting, shareholders will be asked to approve a change in the
Fund's name to "Latin America Smaller Companies Fund, Inc." The name change is
proposed to more precisely reflect the existing investment objective and
policies pursued by the Fund. Since its inception in 1994, the Fund has sought
capital appreciation through investment, under normal market conditions, of at
least 80% of its total assets in the equity securities of Latin American
companies with market capitalization at the time of purchase of less than U.S.
$500 million. The change in the Fund's name will have no impact on the
investment objective or risk profile of the Fund. Management of the Fund
anticipates that the change in the Fund's name will enhance understanding within
the market of the Fund's focus on smaller companies. At a meeting held on
November 12, 1997, the Board of Directors of the Fund unanimously approved an
amendment to the Fund's charter to change the Fund's name, and directed that the
name change be submitted to shareholders. The approval will become effective
upon the approval by shareholders and filing of the amendment with the Maryland
Department of Assessments and Taxation.
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 Smaller Companies 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 SHAREHOLDERS VOTE "FOR"
PROPOSAL 3.
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 1999
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to the Meeting no later than August 31, 1998.
<PAGE>
ADDITIONAL INFORMATION
Investment Adviser and Administrator
American Express Asset Management 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 30, 1997
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.
<PAGE>
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 Coleen Downs Dinneen, 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 American Express Tower, 200 Vesey Street, 26th Floor,
Room 7, New York, New York 10285 at 8:30 a.m., on February 11, 1998, 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
<PAGE>
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, 2 AND 3. The
Board of Directors recommends that the shareholders vote "FOR" the election of
Directors, "FOR" ratification of the selection of Ernst & Young LLP as
independent auditors and "FOR" approval of an amendment to the Fund's charter
changing the name of the Fund.
Please refer to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR |_| WITHHELD |_|
Peter L. Lamaison
Philip H. Didriksen, Jr.
For all nominees, except as noted below:
- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP FOR |_| AGAINST |_| ABSTAIN |_|
AS INDEPENDENT AUDITORS
3. TO APPROVE AN AMENDMENT TO THE FUND'S FOR |_| AGAINST |_| ABSTAIN |_|
CHARTER CHANGING THE NAME OF THE FUND
</TABLE>
