LATIN AMERICA GROWTH FUND INC
DEFA14A, 1997-12-19
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                                                 SCHEDULE 14A INFORMATION


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 ...............Latin America Growth Fund, Inc................................
                (Name of Registrant as Specified In Its Charter)

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<PAGE>


LATIN AMERICA GROWTH FUND, INC.

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From the Chairman
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Dear Shareholders:

    It is my pleasure to take this opportunity to inform you of recent decisions
made by the Board of Directors  for the Latin  America  Growth Fund,  Inc.  (the
"Fund").  In an effort to provide  the Fund with a higher  profile to  stimulate
ongoing  investor   interest,   whilst  providing   up-to-date   information  to
shareholders, the Board is taking the actions outlined below.

    1. The Board is recommending to shareholders to vote in favor of a change in
the  Fund's  name to  Latin  America  Smaller  Companies  Fund,  Inc.  It is the
objective and the Fund's policy to invest,  under normal market  conditions,  at
least 80% of its total assets in the equity securities of Latin American issuers
that at the time of purchase have a market capitalization of less than U.S. $500
million.  The change to the Fund's name will explicitly reflect the objective of
the Fund  and will  help  clarify  its  characteristics,  whilst  more  properly
distinguishing the Fund from regional peers, which should result in increasingly
informative industry comparisons.

    2. The Board has decided to enroll the Fund for membership in The Club. This
service provides an indication of membership in prominent financial publications
with  an 800  number  through  which  potential  investors  can  easily  request
literature and obtain the latest financial reports.

    3. Starting in 1998  quarterly  reporting  will be made available to provide
shareholders and prospective investors with more timely information.

    These  actions  are the  result  of  discussions  during  which the Board of
Directors has  considered the fact that the Fund's common stock has been trading
at a  discount.  Whilst  noting  that  the  Fund's  discount  is  in  the  range
experienced  by similar  closed-end  funds,  the Board has  considered  possible
actions to take in an effort to reduce or eliminate the discount. An independent
expert was retained to assist in an analysis of possible  actions.  The analysis
reflected that the discount  dilemma has been  creatively  tackled by closed-end
funds  over the years  with  most  actions  initiating  only  short-term  if any
positive  results on the  discount.  Although  the action of open  ending a fund
would have a long-term effect it would present  implications that may compromise
the current investment strategy.

    The Fund chose the closed-end  structure  because of the  flexibility it can
provide to an investment  strategy.  An open-end fund requires  maintenance of a
cash reserve and/or  increased  trading activity of fund investments in order to
meet the cash flows  generated by the purchases and  redemptions of fund shares.
As a  closed-end  fund,  the  Fund  is able to stay  fully  invested  in  stocks
consistent  with its  investment  objectives.  We believe that the object of the
Fund  to  seek  growth  through   investment  in  shares  in  relatively   small
capitalization Latin American companies can only be achieved effectively through
a  closed-end  structure.  It would be  difficult  to buy and sell  less  liquid
securities  at efficient  prices on short notice to meet the constant  cash flow
requirements of an open-end fund. These factors were carefully considered by the
Board as they evaluated potential actions.

    The Board's fiduciary  obligation is to act in the best interest of the Fund
and all of its  shareholders.  Thus far, the Board has  concluded  that, at this
time,  it is  not in the  best  interest  of the  Fund  or its  shareholders  to
undertake any strategy which would significantly alter the fundamental structure
of the Fund.  The Board will  continue  to monitor the Fund's  market  price and
evaluate what, if any, additional actions may be appropriate.

Sincerely,

/s/ Peter Lamaison

PETER LAMAISON
Chairman of the Board



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