-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7seOqR8N/w/gvzXaaqoxHAqk9KXDeQ3tEO85H6B0QXYVR1rFBUh7OHIX7k7VNBc Bkhu8bIhnyMttbEk+8I19Q== 0000862599-01-000001.txt : 20010307 0000862599-01-000001.hdr.sgml : 20010307 ACCESSION NUMBER: 0000862599-01-000001 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICA INVESTMENT FUND INC CENTRAL INDEX KEY: 0000862599 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133577304 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: SEC FILE NUMBER: 811-06094 FILM NUMBER: 1557260 BUSINESS ADDRESS: STREET 1: 153 EAST 53RD ST- 58TH FLR STREET 2: C/O BEA ASSOCIATES INC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322626 MAIL ADDRESS: STREET 1: C/O BEA ASSOCIATES STREET 2: ONE CITICORP CTR 153 E 53RD ST 58TH FL CITY: NEW YORK STATE: NY ZIP: 10022 NSAR-B 1 0001.txt N-SAR (6.1) PAGE 1 000 B000000 12/31/2000 000 C000000 0000862599 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 THE LATIN AMERICA EQUITY FUND, INC. 001 B000000 811-6094 001 C000000 2122729027 002 A000000 466 LEXINGTON AVENUE 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10017 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 CREDIT SUISSE ASSET MANAGEMENT, LLC 008 B000001 A 008 C000001 801-5083 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10017 008 A000002 DELETE 008 A000003 CELFIN SERVICIOS FINANCIEROS LIMITADA 008 B000003 S 008 C000003 801-34897 008 D010003 SANTIAGO 008 D050003 CHILE 010 A000001 BEAR STEARNS FUNDS MANAGEMENT INC. 010 B000001 801-29862 010 C010001 NEW YORK 010 C020001 NY 010 C030001 10022 010 A000002 BEA ADMINISTRATION, ADMINISTRADORA DE FONDOS 010 C010002 SANTIAGO PAGE 2 010 C050002 CHILE 011 A000001 SALOMON BROTHERS INC 011 B000001 8-26920 011 C010001 NEW YORK 011 C020001 NY 011 C030001 10004 011 A000002 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP. 011 B000002 8-00000 011 C010002 NEW YORK 011 C020002 NY 011 C030002 10004 011 A000003 SALOMON, SMITH BARNEY & CO. 011 B000003 8-00000 011 C010003 NEW YORK 011 C020003 NY 011 C030003 10004 011 A000004 PAINE WEBBER INCORPORATED 011 B000004 8-00000 011 C010004 NEW YORK 011 C020004 NY 011 C030004 10004 012 A000001 FLEET NATIONAL BANK (C.O. 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TITLE CFO EX-27 2 0002.txt
6 0000862599 THE LATIN AMERICA EQUITY FUND, INC. YEAR DEC-31-2000 DEC-31-2000 148836294 144031702 655046 2179083 0 146865831 0 0 1584494 1584494 0 170456242 8750704 7235428 707239 0 (21076383) 0 (4805761) 145281337 1595083 215570 0 2436584 (625931) 16932202 (33666959) (17360688) 0 700056 0 0 0 1104000 0 22019696 0 (27658249) 0 0 1224167 0 2510085 114231874 18.57 (0.11) (1.78) 0.08 0 0 16.60 2.13
EX-99.77B 3 0003.txt Report of Independent Accountants To the Board of Directors and Shareholders of The Latin America Equity Fund, Inc. In planning and performing our audit of the financial statements of The Latin America Equity Fund, Inc. (the "Company") for the year ended December 31, 2000, we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Company is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those controls include the safeguarding of assets against unauthorized acquisition, use or disposition. Because of inherent limitations in internal control, errors or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2000. This report is intended solely for the information and use of the Board of Directors, management and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. PricewaterhouseCoopers LLP Two Commerce Square Philadelphia, Pennsylvania February 23, 2001 1 2 EX-99.77C 4 0004.txt RESULTS OF MEETINGS OF SHAREHOLDERS (UNAUDITED) On May 23, 2000, the annual meeting of Shareholders of The Latin America Equity Fund, Inc. (the "Fund") was held and the following matters were voted upon: 1. To re-elect two Directors of the Board of Directors of the Fund. Name of Director For Withheld Non-Votes George W. Landau 5,662,387 362,668 1,100,473 Richard W. Watt 5,665,553 359,502 1,100,473 In addition to the directors re-elected at the meeting, Dr. Enrique R. Arzac, James J. Cattano, William W. Priest, Jr. and Martin M. Torino continue to serve as directors of the Fund. Effective November 10, 2000, Riordan Roett serves as a director of the Fund. 2. To ratify the selection of PricewaterhouseCoopers LLP as independent public accountants of the fund for the fiscal year ending December 31, 2000. For 5,957,489 Against 48,296 Abstain 19,270 Non-Votes 1,100,473 3. To approve a shareholder proposal requesting that the Board of Directors present for shareholder approval a program to permit shareholders to realize net asset value for their shares. For 3,131,877 Against 750,787 Abstain 63,375 Delegated Non-Votes/Non-Votes 3,179,489 On October 10, 2000, the special meeting of sharholders of The Latin America Equity Fund, Inc. (the "Fund") was held and the following matter was voted upon: 1. To approve the Merger Agreement and Plan of Reorganization wherby the Fund will merge with and into the Latin America Investment Fund, Inc. For 3,139,580 Against 202,417 Abstain 84,669 Non-Votes 2,704,762 EX-99.77C 5 0005.txt RESULTS OF SPECIAL MEETING OF SHAREHOLDERS (UNAUDITED) On October 10, 2000, the special meeting of shareholders of The Latin America Investment Fund, Inc. (the "Fund") was held and the following matters were voted upon: (1) To approve the Merger Agreement and Plan of Reorganization whereby The Latin America Equity Fund, Inc. will merge with and into the Fund. For Against Abstain Non-Votes 3,450,281 411,828 20,891 2,367,239 (2) To approve changes in the Fund's investment objective and fundamental investment policy from investing primarily in Latin American debt and equity securities to investing, under normal conditions, substantially all, and at least 80%, of its total assets in Latin American equity securities. For Against Abstain Non-Votes 3,399,270 452,785 30,945 2,367,239 (3) To approve a new investment advisory agreement with Credit Suisse Asset management, LLC. For Against Abstain Non-Votes 3,277,694 488,807 116,499 2,367,239 (4) To approve a new investment sub-advisory agreement with Celfin Servicios Financieros S.A. For Against Abstain Non-Votes 3,297,004 469,163 116,833 2,367,239 EX-99.77M 6 0006.txt INVESTMENT SUB-ADVISORY AGREEMENT November 10, 2000 Celfin Servicios Financieros S.A. Apoquinda 3721, Piso 19 Santiago Chile Dear Sirs: The Latin America Equity Fund, Inc. (formerly known as The Latin America Investment Fund, Inc.) (the "Company"), a corporation organized under the laws of the state of Maryland, and Credit Suisse Asset Management, LLC ("CSAM"), a limited liability company organized under the laws of the state of Delaware and the investment adviser to the Company, each herewith confirms its agreement with Celfin Servicios Financieros S.A. (the "Sub-Adviser") as follows: 1. Investment Description; Appointment The Company desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Articles of Incorporation, as amended and in its Registration Statement as from time to time in effect (including its Registration Statement on Form N-14 as declared effective by the Securities and Exchange Commission on September 1, 2000), and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Company. Copies of the Company's Registration Statement and Articles of Incorporation, as amended, have been or will be submitted to the Sub-Adviser. The Company agrees to provide copies of all amendments to the Company's Registration Statement and Articles of Incorporation to the Sub-Adviser on an on-going basis. The Company and CSAM desire to employ and hereby appoint the Sub-Adviser to act as investment sub-adviser to the Company with respect to Chilean investments. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below. 2. Services as Investment Sub-Adviser Subject to the supervision and direction of the Board of Directors of the Company and of CSAM, the Sub-Adviser will (a) act in conformity with the Company's Articles of Incorporation, the U.S. Investment Company Act of 1940 and the U.S. Investment Advisers Act of 1940, as the same may from time to time be amended, and (b) provide the following services: (1) furnishing advice and making recommendations to CSAM regarding the purchase and sale of Chilean securities, (2) providing CSAM with statistical, research and other factual data for their use in connection with the Company's investment program in Chile, (3) identifying Chilean regulatory and other Chilean governmental requirements applicable to the Company in connection with the Company's investment activities in Chile, (4) monitoring the execution of transactions and the settlement and clearance of the Company's Chilean securities transactions and (5) providing information regarding corporate actions, repatriation restrictions, currency restrictions and other matters relating to the Company's Chilean holdings as may be requested by the Company or CSAM from time to time. 3. Information Provided to CSAM The Sub-Adviser will keep CSAM informed of developments in Chile materially affecting the Company, and will, on its own initiative, furnish CSAM from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose. 4. Standard of Care The Sub-Adviser shall exercise its best judgment in rendering the services described in paragraphs 2 and 3 above. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company or CSAM in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to CSAM, the Company or its shareholders to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 5. Compensation In consideration of the services rendered pursuant to this Agreement, CSAM will pay the Sub-Adviser within five business days after the end of each calendar quarter during the term of this Agreement, a fee for the previous quarter computed monthly at an annual rate of .25 of 1.00% of the Company's average weekly net assets invested in Chilean securities, less the "Discount Adjustment Amount." For purposes of this Agreement, the "Discount Adjustment Amount" shall mean the product of (x) the quarterly fee otherwise due to the Sub-Adviser hereunder, and (y) a fraction, the numerator of which is the amount by which the investment advisory fee payable to CSAM by the Company for the corresponding quarter has been reduced, pursuant to the terms of the Investment Advisory Agreement between the Company and CSAM, as a consequence of the market value of the Company's outstanding shares trading at a discount to the Company's net asset value, and the denominator of which is the investment advisory fee that would have been payable to CSAM for that quarter if no such reduction was required by the terms of that agreement. If the Investment Advisory Agreement between the Company and CSAM at any time no longer requires any such adjustment, the Discount Adjustment Amount hereunder shall be zero.. Pursuant to the terms of the Investment Advisory Agreement between the Company and CSAM of even date herewith, CSAM may direct the Company to pay the Sub-Adviser directly amounts owing under this Agreement in Chilean pesos at the "dolar observado" rate on the date of payment or, if such rate ceases to be calculated in Chile, at an exchange rate commonly utilized in lieu of the "dolar observado" rate. Other than in this instance, the Sub-Adviser shall have no right to obtain compensation directly from the Company for services provided hereunder and agrees to look solely to CSAM for payment of fees due. Upon any termination of this Agreement before the end of a quarter, the fee for such part of that quarter shall be prorated according to the proportion that such period bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Sub-Adviser, the value of the Company's net assets shall be computed at the times and in the manner specified in the Company's Registration Statement as from time to time in effect. 6. Expenses The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement. The Company will bear certain other expenses to be incurred in its operation, including: organizational expenses, taxes, interest, brokerage costs and commissions and stock exchange fees; fees of directors of the Company who are not officers, directors or employees of the Sub-Adviser, CSAM, any other sub-investment adviser or any of their affiliates; U.S. Securities and Exchange Commission fees, state Blue Sky qualification fees; charges of custodians, sub-custodians and transfer and dividend disbursing agents; expenses in connection with the Company's Dividend Reinvestment and Cash Purchase Plan; insurance premiums; outside auditing, pricing and legal expenses; costs of maintenance of the Company's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of printing stock certificates; costs of shareholders'reports and meetings of the shareholders of the Company and of the officers or Board of Directors of the Company; membership fees in trade associations; stock exchange listing fees and expenses; litigation and other extraordinary or nonrecurring expenses. 7. Services to Other Companies or Accounts The Company understands that the Sub-Adviser now acts, will continue to act or may act in the future as investment adviser to fiduciary and other managed accounts or as investment adviser to one or more other investment companies, and the Company has no objection to the Sub-Adviser so acting. The Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 8. Term of Agreement This Agreement shall become effective as of the date hereof and shall continue for an initial one-year term and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or (ii) a vote of a "majority" (as defined in the Investment Company Act of 1940) of the Company's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Company or CSAM or by vote of holders of a majority of the Company's shares, or upon 90 days' written notice, by the Sub-Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act). 9. Entire Agreement This Agreement constitutes the entire agreement among the parties hereto. 10. Change in Membership CSAM shall notify the Sub-Adviser and the Company of any change in its membership within a reasonable time after such change. 11. Governing Law This Agreement shall be governed by and continued and enforced in accordance with the laws of the state of New York without giving effect to the conflicts of laws principles thereof. 12. Consent to Jurisdiction and Service of Process The Sub-Adviser irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court of the jurisdiction of which the Sub-Adviser is subject by a suit upon such judgment, provided that service of process is effected upon the Sub-Adviser in the manner specified in the following paragraph or as otherwise permitted by law. As long as this Agreement remains in effect, the Sub-Adviser will at all times have an authorized agent in the Borough of Manhattan, The City of New York upon whom process may be served in any legal action or proceeding in a New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement. The Sub-Adviser hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent at 1633 Broadway, New York, New York 10019 (or at such other address in the Borough of Manhattan, The City of New York, as said agent may designate by written notice to the Company and CSAM. The Sub-Adviser hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraph by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Sub-Adviser set forth in the heading to this Agreement or to any other address of which the Sub-Adviser shall have given written notice to the Company and CSAM. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Sub-Adviser in any suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Sub-Adviser. Nothing in this Section shall affect the right of the Company or CSAM to serve process in any manner permitted by law or limit the right of the Company or CSAM to bring proceedings against the Sub-Adviser in the courts of any jurisdiction or jurisdictions. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE LATIN AMERICA EQUITY FUND, INC. By: Name: Title: CREDIT SUISSE ASSET MANAGEMENT, LLC By: Name: Title: Accepted: CELFIN SERVICIOS FINANCIEROS S.A. By: Name: Title: 780451.3 2 EX-99.77M 7 0007.txt INVESTMENT ADVISORY AGREEMENT THE LATIN AMERICA EQUITY FUND, INC. November 10, 2000 Credit Suisse Asset Management, LLC 466 Lexington Avenue New York, New York 10017 Dear Sirs: The Latin America Equity Fund, Inc. (formerly known as The Latin America Investment Fund, Inc.) (the "Company"), a corporation organized under the laws of the state of Maryland, herewith confirms its agreement with Credit Suisse Asset Management, LLC (the "Adviser"), a limited liability company organized under the laws of the state of Delaware, as follows: 1. Investment Description; Appointment The Company desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Articles of Incorporation, as amended, and in its Registration Statement as from time to time in effect (including its Registration Statement on Form N-14 as declared effective by the Securities and Exchange Commission on September 1, 2000), and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Company. Copies of the Company's Registration Statement and Articles of Incorporation, as amended, have been or will be submitted to the Adviser. The Company agrees to provide copies of all amendments to the Company's Registration Statement and Articles of Incorporation to the Adviser on an ongoing basis. The Company desires to employ and hereby appoints the Adviser to act as investment adviser to the Company. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below. 2. Services as Investment Adviser Subject to the supervision and direction of the Board of Directors of the Company, the Adviser will (a) act in accordance with the Company's Articles of Incorporation, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage the Company's assets in accordance with its investment objective and policies as stated in the Company's Registration Statement as from time to time in effect, (c) make investment decisions and exercise voting rights in respect of portfolio securities for the Company, (d) place purchase and sale orders on behalf of the Company for all investments and (e) monitor and evaluate the services provided by the Company's investment sub-advisers under its investment sub-advisory agreements. In providing these services, the Adviser will provide investment research and supervision of the Company's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Company's assets. In addition, the Adviser will furnish the Company with whatever statistical information the Company may reasonably request with respect to the securities that the Company may hold or contemplate purchasing. 3. Brokerage In executing transactions for the Company and selecting brokers or dealers, the Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Company transaction, the Adviser will consider all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Company and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information Provided to the Company The Adviser will keep the Company informed of developments materially affecting the Company, and will, on its own initiative, furnish the Company from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard of Care The Adviser shall exercise its best judgment in rendering the services described in paragraphs 2 and 3 above. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to the Company or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Company will indemnify the Adviser against, and hold it harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Adviser. 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 person to be indemnified 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 person to be indemnified was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of non-party directors who are not "interested persons" of the Company or (b) an independent legal counsel in a written opinion. The Adviser shall be entitled to advances from the Company 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 the Maryland General Corporation Law. The Adviser shall provide to the Company a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Company 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 Adviser shall provide security in form and amount acceptable to the Company for its undertaking; (b) the Company 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 Company at the time the advance is proposed to be made, that there is reason to believe that the Adviser will ultimately be found to be entitled to indemnification. 6. Compensation (a) In consideration of the services rendered pursuant to this Agreement, the Company will pay the Adviser after the end of each calendar quarter, a fee for the previous quarter computed monthly at an annual rate of 1.00% of the first US$100 million of the Company's "Average Weekly Base Amount" (as defined below), 0.90% of the next US$50 million and 0.80% of amounts above US$150 million. (b) (i) "Average Weekly Base Amount" for any quarter is the average of the lesser of (A) "Market Value" of the Company's outstanding shares, and (B) the Company's net assets, in each case determined as the last trading day for each week during that quarter. (ii) "Market Value" of the Company's outstanding shares will be determined as follows: (A) if the Company's shares are listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be valued at the last sale price on the exchange or market on which they are principally traded, on the valuation date; if there is no sale on the valuation date, the shares shall be valued at the mean between the closing bid and asked price; (B) if the Company's shares are traded over-the-counter but are not listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be valued at the last sale price on the valuation date or, if no sale occurs on that date, at the last bid price; or (C) if the Company's shares are not listed or traded on any recognized securities market or over-the-counter, the shares shall be deemed to have the same value as the underlying net assets of the Company as of the valuation date. (c) The Adviser (or, as provided below, the Company) shall pay to Celfin Servicios Financieros S.A., the Chilean sub-investment adviser of the Company (the "Sub-Adviser") the fees payable under the Investment Sub-Advisory Agreement relating to the Company among the Company, the Adviser and the Sub-Adviser. In the event that the Investment Sub-Advisory Agreement is terminated, the Adviser shall be responsible for furnishing to the Company the services required to be performed by the Sub-Adviser under the Investment Sub-Advisory Agreement or arranging for a successor sub-investment adviser with respect to such investments on terms and conditions acceptable to the Company and subject to the requirements of the Investment Company Act of 1940. The Company agrees that, at the request of the Adviser, it will pay the Sub-Adviser directly in local currency the amounts payable to the Sub-Adviser for sub-advisory services, provided that the fee payable to the Adviser hereunder shall be reduced to the extent of amounts so paid to the Sub-Adviser. The fee payable to the Adviser for the period from the date set forth above to the end of the first calendar quarter thereafter shall be prorated according to the proportion that such period bears to the full quarterly period. (d) Upon any termination of this Agreement before the end of a quarter, the fee for such part of that quarter shall be prorated according to the proportion that such period bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of the Company's net assets shall be computed at the times and in the manner specified in the Company's Registration Statement as from time to time in effect. 7. Expenses The Adviser will bear all expenses in connection with the performance of its services under this Agreement, including compensation of and office space for its officers and employees connected with investment and economic research, trading and investment management and administration of the Company, except as otherwise may be provided in any separate agreement between the Company and the Adviser, as well as the fees of all directors of the Company who are affiliated with the Adviser or any of its affiliates. The Company will bear certain other expenses to be incurred in its operation, including: organizational expenses; taxes, interest, brokerage costs and commissions and stock exchange fees; fees of directors of the Company who are not officers, directors, or employees of the Adviser, the Sub-Advisers, any U.S. or foreign administrator or any of their affiliates; U.S. Securities and Exchange Commission fees; state Blue Sky qualification fees; charges of custodians, sub-custodians and transfer and dividend disbursing agents; expenses in connection with the Company's Dividend Reinvestment and Cash Purchase Plan; insurance premiums; outside auditing, pricing and legal expenses; costs of maintenance of the Company's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of printing stock certificates; costs of shareholders' reports and meetings of the shareholders of the Company and of the officers or Board of Directors of the Company; membership fees in trade associations; stock exchange listing fees and expenses; litigation and other extraordinary or non-recurring expenses. 8. Services to Other Companies or Accounts The Company understands that the Adviser now acts, will continue to act or may act in the future as investment adviser to investment fiduciary and other managed accounts or as investment adviser to one or more other investment companies, and the Company has no objection to the Adviser so acting, provided that whenever the Company and one or more other accounts or investment companies advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with procedures believed to be equitable to each entity. Similarly, opportunities to sell securities will be allocated in an equitable manner. The Company recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Company. In addition, the Company understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 9. Term of Agreement This Agreement shall become effective as of the date set forth above and shall continue for an initial two-year term and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or (ii) a vote of a "'majority" (as defined in the Investment Company Act of 1940) of the Company's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Company or by vote of holders of a majority of the Company's shares, or upon 90 days' written notice, by the Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act). 10. Entire Agreement This Agreement constitutes the entire agreement between the parties hereto. 11. Changes in Membership The Adviser shall notify the Company of any change in the membership of the Adviser within a reasonable time after such change. 12. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York without giving effect to the conflicts of laws principles thereof. 13. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE LATIN AMERICA EQUITY FUND, INC. By: Name: Title: Accepted: CREDIT SUISSE ASSET MANAGEMENT, LLC By: Name: Title: 780381.3 - -6- EX-99.77M 8 0008.txt ARTICLES OF MERGER of THE LATIN AMERICAN EQUITY FUND, INC. and THE LATIN AMERICA INVESTMENT FUND, INC. The Latin American Equity Fund, Inc., a Maryland corporation (herein sometimes called "Merging Company") and The Latin America Investment Fund, Inc., a Maryland corporation (herein sometimes called "Successor"), hereby certify to the Maryland State Department of Assessments and Taxation that: FIRST: Merging Company and Successor have agreed that Merging Company shall be merged into Successor. SECOND: The Latin America Investment Fund, Inc. shall survive the merger described in these Articles (the "Merger") under the laws of the State of Maryland as Successor, but under the name "The Latin American Equity Fund, Inc." pursuant to Article FOURTH. THIRD: The names of the corporations party to the Merger are The Latin America Investment Fund, Inc. and The Latin American Equity Fund, Inc., both corporations organized and existing under the laws of the State of Maryland. FOURTH: The Articles of Incorporation of the Successor are hereby amended by striking out Article II and inserting in lieu thereof the following: "ARTICLE II NAME The name of the corporation is THE LATIN AMERICA EQUITY FUND, INC." The Charter and Bylaws of The Latin America Investment Fund, Inc., in effect immediately prior to the Effective Time (as defined below), shall otherwise continue in full force and effect as the Charter and Bylaws of Successor following the Effective Time. FIFTH: The principal office of Merging Company in Maryland is located in Baltimore City, Maryland. The principal office of The Latin America Investment Fund, Inc. in Maryland is located in Baltimore City, Maryland. The Merging Company owns no interest in land in the State of Maryland. SIXTH: The total number of shares of capital stock of all classes that The Latin America Investment Fund, Inc. has authority to issue is 100,000,000 shares of Common Stock, par value $.001 per share. The aggregate par value of all shares of capital stock of The Latin America Investment Fund, Inc. having par value is $100,000. The total number of shares of capital stock of all classes that Merging Company has authority to issue is 100,000,000 shares of Common Stock, par value $.001 per share. The aggregate par value of all shares of capital stock of Merging Company having par value is $100,000. These Articles of Merger make no change in the capitalization of The Latin America Investment Fund, Inc. as Successor. SEVENTH: The manner and basis of converting the issued and outstanding shares of capital stock of Merging Company into issued and outstanding shares of capital stock of The Latin America Investment Fund, Inc. as Successor shall be as follows: At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Successor or any shares of capital stock of Merging Company: (a) Each issued and outstanding share of Common Stock of The Latin America Investment Fund, Inc. shall remain issued and outstanding as one share of Common Stock of Successor, without any action on the part of the holder thereof. (b) Each issued and outstanding share of Common Stock of Merging Company shall automatically become and be converted into an equivalent dollar amount (to the nearest one ten thousandth of one cent) of full outstanding shares of Common Stock of the Successor based on the net asset value per share of each of the Merging Company and The Latin America Investment Fund, Inc. at 4:00 p.m. Eastern Time on the business day immediately prior to the day on which the Effective Time falls. (c) No fractional shares of Common Stock of the Successor will be issued, but, in lieu thereof, the Successor will purchase for cash, at the current net asset value of the shares, all fractional shares of the Common Stock of Successor that would otherwise be issued, and each former stockholder of the Merging Company will receive such stockholder's pro rata share of the proceeds of such purchase, without interest, upon surrender of such stockholders certificates representing shares of Common Stock of Merging Company prior to the Merger. (d) With respect to any Merging Company stockholder holding certificates representing shares of Common Stock of Merging Company as of the Effective Time, the Successor will not permit such stockholder to receive new certificates evidencing ownership of the Successor's Common Stock until such stockholder has surrendered his or her outstanding certificates previously evidencing ownership of Common Stock of Merging Company, or, in the event of lost certificates, posted adequate bond. Dividends payable to stockholders of record of shares of Common Stock of the Successor as of any date after the Effective Time and prior to the exchange of certificates by any former stockholder of the Merging Company shall be paid to such stockholder, without interest; however, such dividends shall not be paid unless and until such stockholder surrenders his or her stock certificates of the Merging Company for exchange. EIGHTH: At the Effective Time, the separate existence of Merging Company shall cease, and Successor shall own and possess all of the property, rights, privileges and franchises of whatever nature and description of Merging Company without further act or deed. Notwithstanding the foregoing, confirmatory deeds, bills of sale, assignments, or other like instruments, when deemed desirable to evidence such transfer, vesting or devolution of any property, rights, privileges or franchises, may, at any time or from time to time, be made and delivered in the name of Merging Company by the last acting officers thereof, or by the appropriate officers of Successor. At the Effective Time, Successor shall be liable for all the debts and obligations of Merging Company, and any existing claim, action or proceeding pending by or against it may be prosecuted to judgment or decree as if the Merger had not taken place. The rights of creditors of Merging Company and The Latin America Investment Fund, Inc. shall not be impaired by the Merger. NINTH: (a) The Board of Directors of Merging Company, at a meeting duly called and held on July 24, 2000, adopted resolutions declaring that the Merger was advisable and directing that the Merger be submitted for action thereon by the stockholders of Merging Company. The Merger was approved by the stockholders of Merging Company at a meeting duly called for such purpose and held on October 10, 2000 by at least a majority of the votes entitled to be cast on the matter. By such actions, the terms and conditions of the Merger were duly advised by the Board of Directors and authorized and approved by the stockholders of Merging Company in the manner and by the vote required by the laws of Maryland and the Charter of Merging Company. (b) The Board of Directors of The Latin America Investment Fund, Inc., at a meeting duly called and held on July 24, 2000, adopted resolutions declaring that the Merger was advisable and directing that the Merger be submitted for action thereon by the stockholders of The Latin America Investment Fund, Inc.. The Merger was approved by the stockholders of The Latin America Investment Fund, Inc. at a meeting duly called for such purpose and held on October 10, 2000 by at least a majority of the votes entitled to be cast on the matter. By such actions, the terms and conditions of the Merger were duly advised by the Board of Directors and authorized and approved by the stockholders of The Latin America Investment Fund, Inc. in the manner and by the vote required by the laws of Maryland and the Charter of The Latin America Investment Fund, Inc. TENTH: The Merger shall become effective in accordance with the laws of the State of Maryland on November 10, 2000 at 9:00 a.m. (the "Effective Time"). IN WITNESS WHEREOF, The Latin America Investment Fund, Inc. and The Latin American Equity Fund, Inc. each caused these Articles to be signed in its respective corporate name and on its behalf by its President and witnessed by its Secretary as of the ____ day of ____________, 2000, and each officer signing this document below on behalf of The Latin America Investment Fund, Inc. and The Latin American Equity Fund, Inc., respectively, acknowledges it to be the corporate act of The Latin America Investment Fund, Inc. and The Latin American Equity Fund, Inc., respectively, and states that, to the best of his or her knowledge, information and belief, all matters and facts set forth herein with respect to the authorization and approval of the Merger by The Latin America Investment Fund, Inc. and The Latin American Equity Fund, Inc., respectively, provided for in the foregoing Articles are true in all material respects and that this verification is made under the penalties of perjury. WITNESS: THE LATIN AMERICA INVESTMENT FUND, INC. By: (SEAL) Michael A. Pignataro Richard W. Watt Secretary President WITNESS: THE LATIN AMERICA EQUITY FUND, INC. By: (SEAL) Michael A. Pignataro Richard W. Watt Secretary President 5 BA3DOCS#158823.04 EX-99.77M 9 0009.txt MERGER AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE LATIN AMERICA EQUITY FUND, INC. AND THE LATIN AMERICA INVESTMENT FUND, INC. DATED AS OF JULY 31, 2000 TABLE OF CONTENTS 1. DEFINITIONS 1 2. BASIC TRANSACTION 1 2.1. The Merger 1 2.2. Actions at Closing 1 2.3. Effect of Merger 2 2.4. Name Change 2 3. REPRESENTATIONS AND WARRANTIES OF THE LATIN AMERICA EQUITY FUND, INC. 2 3.1. Organization 2 3.2. Registrations and Qualifications 2 3.3. Regulatory Consents and Approvals 2 3.4. Noncontravention 3 3.5. Financial Statements 3 3.6. Annual Report 3 3.7. Qualification, Corporate Power, Authorization of Transaction 3 3.8. Legal Compliance 3 3.9. Material Contracts 4 3.10. Undisclosed Liabilities 4 3.11. Tax Filings 4 3.12. Qualification under Subchapter M 4 3.13. Form N-14 and Exemptive Application 4 3.14. Capitalization. 5 3.15. Books and Records 5 4. REPRESENTATIONS AND WARRANTIES OF THE LATIN AMERICA INVESTMENT FUND, INC. 5 4.1. Organization 5 4.2. Registrations and Qualifications 6 4.3. Regulatory Consents and Approvals 6 4.4. Noncontravention 6 4.5. Financial Statements 6 4.6. Annual Report 7 4.7. Qualification, Corporate Power, Authorization of Transaction 7 4.8. Legal Compliance 7 4.9. Material Contracts 7 4.10. Undisclosed Liabilities 7 4.11. Tax Filings 7 4.12. Qualification under Subchapter M 8 4.13. Form N-14 and Exemptive Application 8 4.14. Capitalization. 8 4.15. Issuance of Stock. 9 4.16. Books and Records 9 5. CONVERSION TO LATIN AMERICA INVESTMENT FUND, INC. COMMON STOCK 9 5.1. Conversion. 9 5.2. Computation of Net Asset Value 9 5.3. Issuance of Latin America Investment Fund, Inc. Common Stock 10 5.4. Surrender of Latin America Equity Fund, Inc. Stock Certificates 10 6. COVENANTS OF THE PARTIES 10 6.1. Shareholders' Meetings. 10 6.2. Operations in the Normal Course 10 6.3. Articles of Merger 11 6.4. Regulatory Filings. 11 6.5. Preservation of Assets 11 6.6. Tax Matters 11 6.7. Shareholder List 12 6.8. Delisting, Termination of Registration as an Investment Company 12 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE LATIN AMERICA INVESTMENT, INC. FUND 12 7.1. Approval of Merger 12 7.2. Certificates and Statements by the Latin America Equity Fund, Inc. 12 7.3. Absence of Litigation 13 7.4. Legal Opinions. 13 7.5. Auditor's Consent and Certification 15 7.6. Liabilities 15 7.7. Effectiveness of N-14 Registration Statement 15 7.8. Approval of Exemptive Application; Regulatory Filings. 15 7.9. Administrative Rulings, Proceedings 16 7.10. Satisfaction of the Latin America Investment Fund, Inc 16 7.11. Dividends 16 7.12. Custodian's Certificate 16 7.13. Books and Records 16 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE LATIN AMERICA EQUITY FUND, INC. 16 8.1. Approval of Merger 16 8.2. Certificates and Statements by the Latin America Investment Fund, Inc. 17 8.3. Absence of Litigation 17 8.4. Legal Opinions. 17 8.5. Auditor's Consent and Certification 19 8.6. Effectiveness of N-14 Registration Statement 20 8.7. Approval of Exemptive Application; Regulatory Filings. 20 8.8. Satisfaction of the Latin America Equity Fund, Inc 20 8.9. Dividends 20 9. PAYMENT OF EXPENSES 21 9.1. Allocation 21 10. COOPERATION FOLLOWING EFFECTIVE DATE 21 11. INDEMNIFICATION 21 11.1. The Latin America Equity Fund, Inc 21 11.2. The Latin America Investment Fund, Inc 21 12. TERMINATION, POSTPONEMENT AND WAIVERS 22 12.1. Termination. 22 12.2. Waiver 22 12.3. Expiration of Representations and Warranties. 22 13. MISCELLANEOUS 23 13.1. Transfer Restriction 23 13.2. Material Provisions 23 13.3. Notices 23 13.4. Amendments 25 13.5. Headings 25 13.6. Counterparts 25 13.7. Enforceability 25 13.8. Successors and Assigns 25 13.9. Governing Law 25 THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 31st day of July, 2000, between The Latin America Equity Fund, Inc. (the "Target Fund" or the "Latin America Equity Fund"), a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and The Latin America Investment Fund, Inc. (the "Acquiring Fund" or the "Latin America Investment Fund"), a Maryland corporation and a registered investment company under the 1940 Act. This agreement contemplates a tax-free merger transaction which qualifies for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the Parties hereto agree as follows: 1. DEFINITIONS Certain capitalized terms used in this Agreement are specifically defined herein. 2. BASIC TRANSACTION 2.1. The Merger. On and subject to the terms and conditions of this Agreement, the Target Fund will merge with and into the Acquiring Fund (the "Merger") at the Effective Date (as defined in Section 2.3 below) in accordance with the Maryland General Corporation Law ("MGCL"). The Latin America Investment Fund shall be the surviving investment company. The Latin America Equity Fund shall cease to exist as a separate investment company. Each share of the Latin America Equity Fund will be converted into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares of Common Stock of the Latin America Investment Fund, with a par value of $0.001 per share, based on the net asset value per share of each of the Parties at 4:00 p.m. Eastern Time on the Business Day prior to the Effective Date (the "Valuation Time"). No fractional shares of the Latin America Investment Fund will be issued to Latin America Equity Fund shareholders. In lieu thereof, the Latin America Investment Fund will purchase all fractional shares of the Latin America Investment Fund at the current net asset value of shares of the Latin America Investment Fund for the account of all holders of fractional interests, and each such holder will receive such holder's pro rata share of the proceeds of such purchase. The Effective Date and the Business Day prior to it must each be a day on which the New York Stock Exchange (the "NYSE") is open for trading (a "Business Day"). From and after the Effective Date, the Acquiring Company shall possess all of the properties, assets, rights, privileges, powers and shall be subject to all of the restrictions, liabilities, obligations, disabilities and duties of the Latin America Equity Fund, all as provided under Maryland law. 2.2. Actions at Closing. At the closing of the transactions contemplated by this Agreement (the "Closing") on the date thereof (the "Closing Date"), (i) the Latin America Equity Fund will deliver to the Latin America Investment Fund the various certificates and documents referred to in Article 7 below, (ii) the Latin America Investment Fund will deliver to the Latin America Equity Fund the various certificates and documents referred to in Article 8 below, and (iii) the Latin America Equity Fund and the Latin America Investment Fund will file jointly with the State Department of Assessments and Taxation of Maryland (the "Department") articles of merger (the "Articles of Merger") and make all other filings or recordings required by Maryland law in connection with the Merger. 2.3. Effect of Merger. Subject to the requisite approvals of the shareholders of the Parties, and to the other terms and conditions described herein, the Merger shall become effective at such time as the Articles of Merger are accepted for record by the Department or at such later time as is specified in the Articles of Merger (the "Effective Date") and the separate corporate existence of the Latin America Equity Fund shall cease. As promptly as practicable after the Merger, the Latin America Equity Fund shall delist its shares from the NYSE and its registration under the 1940 Act shall be terminated. Any reporting responsibility of the Latin America Equity Fund is, and shall remain, the responsibility of the Latin America Equity Fund up to and including the Effective Date. 2.4. Name Change. Upon the Effective Date, the name of the Acquiring Fund shall be changed to "The Latin America Equity Fund, Inc." 3. REPRESENTATIONS AND WARRANTIES OF THE LATIN AMERICA EQUITY FUND, INC. The Latin America Equity Fund represents and warrants to the Latin America Investment Fund that the statements contained in this Article 3 are correct and complete in all material respects as of the execution of this Agreement on the date hereof. The Latin America Equity Fund represents and warrants to, and agrees with, the Latin America Investment Fund that: 3.1. Organization. The Latin America Equity Fund is a corporation duly organized, validly existing under the laws of the State of Maryland and is in good standing with the Department, and has the power to own all of its assets and to carry on its business as it is now being conducted and to carry out this Agreement. 3.2. Registrations and Qualifications. The Latin America Equity Fund is duly registered under the 1940 Act as a closed-end, non-diversified management investment company (File No. 811-06413), and such registration has not been revoked or rescinded and is in full force and effect. The Latin America Equity Fund has elected and qualified for the special tax treatment afforded regulated investment companies ("RICs") under Sections 851-855 of the Code at all times since its inception. The Latin America Equity Fund is qualified as a foreign corporation in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Latin America Equity Fund. 3.3. Regulatory Consents and Approvals. No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Latin America Equity Fund of the transactions contemplated herein, except (i) such as have been obtained or applied for under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the 1940 Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") (ii) such as may be required by state securities laws and (iii) such as may be required under Maryland law for the acceptance for record of the Articles of Merger by the Department. 3.4. Noncontravention. The Latin America Equity Fund is not, and the execution, delivery and performance of this Agreement by the Latin America Equity Fund will not result, in violation of the laws of the State of Maryland or of the Articles of Incorporation or the By-laws of the Latin America Equity Fund, or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Latin America Equity Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Latin America Equity Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Latin America Equity Fund is a party or by which it is bound. 3.5. Financial Statements. The Latin America Investment Fund has been furnished with a statement of assets, liabilities and capital and a schedule of investments of the Latin America Equity Fund, each as of December 31, 1999, said financial statements having been examined by PricewaterhouseCoopers LLP, independent public accountants. These financial statements are in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") and present fairly, in all material respects, the financial position of the Latin America Equity Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Latin America Equity Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. 3.6. Annual Report. The Latin America Investment Fund has been furnished with the Latin America Equity Fund's Annual Report to Shareholders for the year ended December 31, 1999. 3.7. Qualification, Corporate Power, Authorization of Transaction. The Latin America Equity Fund has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors, and, subject to shareholder approval, this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. 3.8. Legal Compliance. No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending (in which service of process has been received) or to its knowledge threatened against the Latin America Equity Fund or any properties or assets held by it. The Latin America Equity Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. 3.9. Material Contracts. There are no material contracts outstanding to which the Latin America Equity Fund is a party that have not been disclosed in the N-14 Registration Statement (as defined in Section 3.13 below) or will not be otherwise disclosed to the Latin America Investment Fund prior to the Effective Date. 3.10. Undisclosed Liabilities. Since December 31, 1999, there has not been any material adverse change in the Latin America Equity Fund's financial condition, assets, liabilities or business and the Latin America Equity Fund has no known liabilities of a material amount, contingent or otherwise, required to be disclosed in a balance sheet in accordance with GAAP other than those shown on the Latin America Equity Fund's statements of assets, liabilities and capital referred to above, those incurred in the ordinary course of its business as an investment company since January 1, 2000, and those incurred in connection with the Merger. Prior to the Effective Date, the Latin America Equity Fund will advise the Latin America Investment Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued. For purposes of this Section 3.10, a decline in net asset value per share of the Latin America Equity Fund due to declines in market values of securities in the Latin America Equity Fund's portfolio or the discharge of Latin America Equity Fund liabilities will not constitute a material adverse change. 3.11. Tax Filings. All federal and other tax returns and information reports of the Latin America Equity Fund required by law to have been filed shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Latin America Equity Fund's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. All tax liabilities of the Latin America Equity Fund have been adequately provided for on its books, and no tax deficiency or liability of the Latin America Equity Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Effective Date occurs. 3.12. Qualification under Subchapter M. For each taxable year of its operation (including the taxable year ending on the Effective Date), the Latin America Equity Fund has met the requirements of Subchapter M of the Code for qualification as a RIC and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed substantially all of its investment company taxable income and net realized capital gain (as defined in the Code) that has accrued through the Effective Date. 3.13. Form N-14 and Exemptive Application. The exemptive application to be filed with the Securities and Exchange Commission (the "SEC") by the Parties regarding the Merger (the "Exemptive Application") and the registration statement to be filed by the Latin America Investment Fund on Form N-14 relating to the Latin America Investment Fund Common Stock to be issued pursuant to this Agreement, and any supplement or amendment thereto or to the documents therein (as amended, the "N-14 Registration Statement"), on the effective date of the N-14 Registration Statement, at the time of the shareholders' meetings referred to in Article 6 of this Agreement and at the Effective Date, insofar as it relates to the Latin America Equity Fund (i) shall have complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 3.13 shall only apply to statements in, or omissions from, the N-14 Registration Statement made in reliance upon and in conformity with information furnished by the Latin America Investment Fund for use in the N-14 Registration Statement. 3.14. Capitalization. (a) All issued and outstanding shares of the Latin America Equity Fund (i) have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Effective Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of the transfer agent as provided in Section 6.7. The Latin America Equity Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Latin America Equity Fund shares, nor is there outstanding any security convertible into, or exchangeable for, any of the Latin America Equity Fund shares. (b) The Latin America Equity Fund is authorized to issue 100,000,000 shares of stock, par value $0.001 per share, all of which shares are classified as Common Stock and each outstanding share of which is fully paid, non-assessable and has full voting rights. 3.15. Books and Records. The books and records of the Latin America Equity Fund made available to the Latin America Investment Fund are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Latin America Equity Fund. 4. REPRESENTATIONS AND WARRANTIES OF THE LATIN AMERICA INVESTMENT FUND, INC. The Latin America Investment Fund represents and warrants to the Latin America Equity Fund that the statements contained in this Article 4 are correct and complete in all material respects as of the execution of this Agreement on the date hereof. The Latin America Investment Fund represents and warrants to, and agrees with, the Latin America Equity Fund that: 4.1. Organization. The Latin America Investment Fund is a corporation duly organized, validly existing under the laws of the State of Maryland and is in good standing with the Department, and has the power to own all of its assets and to carry on its business as it is now being conducted and to carry out this Agreement. 4.2. Registrations and Qualifications. The Latin America Investment Fund is duly registered under the 1940 Act as a closed-end, non-diversified management investment company (File No. 811-06094) and such registration has not been revoked or rescinded and is in full force and effect. The Latin America Investment Fund has elected and qualified for the special tax treatment afforded RICs under Sections 851-855 of the Code at all times since its inception. The Latin America Investment Fund is qualified as a foreign corporation in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Latin America Investment Fund. 4.3. Regulatory Consents and Approvals. No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Latin America Investment Fund of the transactions contemplated herein, except (i) such as have been obtained or applied for under the 1933 Act, the 1934 Act, the 1940 Act and the HSR Act, (ii) such as may be required by state securities laws and (iii) such as may be required under Maryland law for the acceptance for record of the Articles of Merger by the Department. 4.4. Noncontravention. The Latin America Investment Fund is not, and the execution, delivery and performance of this Agreement by the Latin America Investment Fund will not result, in violation of the laws of the State of Maryland or of the Articles of Incorporation or the By-laws of the Latin America Investment Fund, or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Latin America Investment Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Latin America Investment Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Latin America Investment Fund is a party or by which it is bound. 4.5. Financial Statements. The Latin America Equity Fund has been furnished with a statement of assets, liabilities and capital and a schedule of investments of the Latin America Investment Fund, each as of December 31, 1999, said financial statements having been examined by PricewaterhouseCoopers LLP, independent public accountants. These financial statements are in accordance with GAAP and present fairly, in all material respects, the financial position of the Latin America Investment Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Latin America Investment Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. The Latin America Equity Fund has been furnished with an unaudited statement of assets, liabilities and capital and a schedule of investments of the Latin America Investment Fund, each as of June 30, 2000. This financial statement and schedule of investments are in accordance with GAAP and present fairly, in all material respects the financial position of the Latin America Investment Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Latin America Investment Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. 4.6. Annual Report. The Latin America Equity Fund has been furnished with the Latin America Investment Fund's Annual Report to Shareholders for the fiscal year ended December 31, 1999. 4.7. Qualification, Corporate Power, Authorization of Transaction. The Latin America Investment Fund has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors, and, subject to shareholder approval, this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. 4.8. Legal Compliance. No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Latin America Investment Fund or any properties or assets held by it. The Latin America Investment Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. 4.9. Material Contracts. There are no material contracts outstanding to which the Latin America Investment Fund is a party that have not been disclosed in the N-14 Registration Statement or will not be otherwise disclosed to the Latin America Equity Fund prior to the Effective Date. 4.10. Undisclosed Liabilities. Since December 31, 1999, there has not been any material adverse change in the Latin America Investment Fund's financial condition, assets, liabilities, or business and the Latin America Investment Fund has no known liabilities of a material amount, contingent or otherwise, required to be disclosed in a balance sheet with GAAP other than those shown on the Latin America Investment Fund's statements of assets, liabilities and capital referred to above, those incurred in the ordinary course of its business as an investment company since January 1, 2000, and those incurred in connection with the Merger. Prior to the Effective Date, the Latin America Investment Fund will advise the Latin America Equity Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued. For purposes of this Section 4.10, a decline in net asset value per share of the Latin America Investment Fund due to declines in market values of securities in the Latin America Investment Fund's portfolio or the discharge of the Latin America Investment Fund liabilities will not constitute a material adverse change. 4.11. Tax Filings. All federal and other tax returns and information reports of the Latin America Investment Fund required by law to have been filed shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Latin America Investment Fund's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. All tax liabilities of the Latin America Investment Fund have been adequately provided for on its books, and no tax deficiency or liability of the Latin America Investment Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Effective Date occurs. 4.12. Qualification under Subchapter M. For each taxable year of its operation, the Latin America Investment Fund has met the requirements of Subchapter M of the Code for qualification as a RIC and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed substantially all of its investment company taxable income and net realized capital gain (as defined in the Code) that has accrued through the Effective Date. 4.13. Form N-14 and Exemptive Application. The Exemptive Application, and the N-14 Registration Statement, on the effective date of the N-14 Registration Statement, at the time of the shareholders' meetings referred to in Section 6 of this Agreement and at the Effective Date, insofar as it relates to the Latin America Investment Fund (i) shall have complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4.13 shall not apply to statements in, or omissions from, the N-14 Registration Statement made in reliance upon and in conformity with information furnished by the Latin America Equity Fund for use in the N-14 Registration Statement. 4.14. Capitalization. (a) All issued and outstanding shares of the Latin America Investment Fund (i) have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Effective Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of the transfer agent. The Latin America Investment Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Latin America Investment Fund shares, nor is there outstanding any security convertible into, or exchangeable for, any of the Latin America Investment Fund shares. (b) The Latin America Investment Fund is authorized to issue 100,000,000 shares of stock, par value $0.001 per share, all of which shares are classified as Common Stock and each outstanding share of which is fully paid, non-assessable and has full voting rights. 4.15. Issuance of Stock. (a) The offer and sale of the shares to be issued pursuant to this Agreement will be in compliance with all applicable federal and state securities laws. (b) At or prior to the Effective Date, the Latin America Investment Fund will have obtained any and all regulatory, director and shareholder approvals necessary to issue the Latin America Investment Fund Common Stock. 4.16. Books and Records. The books and records of the Latin America Investment Fund made available to the Latin America Equity Fund are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Latin America Investment Fund. 5. CONVERSION TO LATIN AMERICA INVESTMENT FUND, INC. COMMON STOCK 5.1. Conversion. (a) Subject to the requisite approval of the shareholders of the Parties, and the other terms and conditions contained herein, at the Effective Date, each share of Common Stock of the Latin America Equity Fund will be converted into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares of Latin America Investment Fund Common Stock, computed based on the net asset value per share of each of the Parties at the Valuation Time. (b) No fractional shares of the Latin America Investment Fund will be issued to Latin America Equity Fund shareholders. In lieu thereof, the Latin America Investment Fund will purchase all fractional shares of the Latin America Investment Fund at the current net asset value of shares of the Latin America Investment Fund for the account of all holders of fractional interests, and each such holder will receive such holder's pro rata share of the proceeds of such purchase. 5.2. Computation of Net Asset Value. The net asset value per share of the Parties shall be determined as of the Valuation Time, and no formula will be used to adjust the net asset value so determined of either of the Parties to take into account differences in realized and unrealized gains and losses. The value of the assets of the Latin America Equity Fund to be transferred to the Latin America Investment Fund shall be determined by the Latin America Investment Fund pursuant to the principles and procedures consistently utilized by the Latin America Investment Fund in valuing its own assets and determining its own liabilities for purposes of the Merger, which principles and procedures are substantially similar to those employed by the Latin America Equity Fund when valuing its own assets and determining its own liabilities. Such valuation and determination shall be made by the Latin America Investment Fund in cooperation with the Latin America Equity Fund and shall be confirmed in writing by the Latin America Investment Fund to the Latin America Equity Fund. The net asset value per share of Latin America Investment Fund Common Stock shall be determined in accordance with such procedures, and the Latin America Investment Fund shall certify the computations involved. 5.3. Issuance of Latin America Investment Fund, Inc. Common Stock. The Latin America Investment Fund shall issue to the shareholders of the Latin America Equity Fund separate certificates or share deposit receipts for the Latin America Investment Fund Common Stock by delivering the certificates or share deposit receipts evidencing ownership of the Latin America Investment Fund Common Stock to Fleet National Bank c/o EquiServe, L.P., as the transfer agent and registrar for the Latin America Investment Fund Common Stock. 5.4. Surrender of Latin America Equity Fund, Inc. Stock Certificates. With respect to any Latin America Equity Fund shareholder holding certificates representing shares of the Common Stock of the Latin America Equity Fund as of the Effective Date, and subject to the Latin America Investment Fund being informed thereof in writing by the Latin America Equity Fund, the Latin America Investment Fund will not permit such shareholder to receive new certificates evidencing ownership of the Latin America Investment Fund Common Stock until such shareholder has surrendered his or her outstanding certificates evidencing ownership of the Common Stock of the Latin America Equity Fund or, in the event of lost certificates, posted adequate bond. The Latin America Equity Fund will request its shareholders to surrender their outstanding certificates representing certificates of the Common Stock of the Latin America Equity Fund or post adequate bond therefor. Dividends payable to holders of record of shares of the Latin America Equity Fund as of any date after the Effective Date and prior to the exchange of certificates by any shareholder of the Latin America Equity Fund shall be paid to such shareholder, without interest; however, such dividends shall not be paid unless and until such shareholder surrenders his or her stock certificates of the Latin America Equity Fund for exchange. 6. COVENANTS OF THE PARTIES 6.1. Shareholders' Meetings. (a) Each of the Parties shall hold a meeting of its respective shareholders for the purpose of considering the Merger as described herein, which meeting has been called by each Party for October 10, 2000, and any adjournments thereof. (b) Each of the Parties agrees to mail to each of its respective shareholders of record entitled to vote at the meeting of shareholders at which action is to be considered regarding the Merger, in sufficient time to comply with requirements as to notice thereof, a combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. 6.2. Operations in the Normal Course. Each Party covenants to operate its business in the ordinary course between the date hereof and the Effective Date, it being understood that such ordinary course of business will include (i) the declaration and payment of customary dividends and other distributions and (ii) in the case of the Latin America Equity Fund, preparing for its deregistration, except that the distribution of dividends pursuant to Sections 7.11 and 8.9 of this Agreement shall not be deemed to constitute a breach of the provisions of this Section 6.2. 6.3. Articles of Merger. The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger. 6.4. Regulatory Filings. (a) The Latin America Equity Fund undertakes that, if the Merger is consummated, it will file, or cause its agents to file, an application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Latin America Equity Fund has ceased to a registered investment company. (b) The Latin America Investment Fund will file the N-14 Registration Statement with the SEC and will use its best efforts to ensure that the N-14 Registration Statement becomes effective as promptly as practicable. The Latin America Equity Fund agrees to cooperate fully with the Latin America Investment Fund, and will furnish to the Latin America Investment Fund the information relating to itself to be set forth in the N-14 Registration Statement as required by the 1933 Act, the 1934 Act, the 1940 Act, and the rules and regulations thereunder and the state securities or blue sky laws. (c) The Parties each agree to proceed as promptly as possible to cause to be made the necessary filings under the HSR Act (the "HSR Filing") if applicable, with respect to the transactions contemplated by this Agreement and to ensure that the related waiting period expires or is otherwise terminated at the earliest possible time. 6.5. Preservation of Assets. The Latin America Investment Fund agrees that it has no plan or intention to sell or otherwise dispose of the assets of the Latin America Equity Fund to be acquired in the Merger, except for dispositions made in the ordinary course of business. 6.6. Tax Matters. Each of the Parties agrees that by the Effective Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. In connection with this covenant, the Parties agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Latin America Investment Fund agrees to retain for a period of ten (10) years following the Effective Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Latin America Equity Fund for its final taxable year and for all prior taxable periods. Any information obtained under this Section 6.6 shall be kept confidential except as otherwise may be necessary in connection with the filing of returns or claims for refund or in conducting an audit or other proceeding. After the Effective Date, the Latin America Investment Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns, including any Forms 1099, required to be filed and provided to required persons by the Latin America Equity Fund with respect to its final taxable years ending with the Effective Date and for any prior periods or taxable years for which the due date for such return has not passed as of the Effective Date and further shall cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities and provided to required persons. Notwithstanding the aforementioned provisions of this Section 6.6, any expenses incurred by the Latin America Investment Fund (other than for payment of taxes) in excess of any accrual for such expenses by the Latin America Equity Fund in connection with the preparation and filing of said tax returns and Forms 1099 after the Effective Date shall be borne by the Latin America Investment Fund. 6.7. Shareholder List. Prior to the Effective Date, the Latin America Equity Fund shall have made arrangements with its transfer agent to deliver to the Latin America Investment Fund, a list of the names and addresses of all of the shareholders of record of the Latin America Equity Fund on the Effective Date and the number of shares of Common Stock of the Latin America Equity Fund owned by each such shareholder, certified by the Latin America Equity Fund's transfer agent or President to the best of their knowledge and belief. 6.8. Delisting, Termination of Registration as an Investment Company. The Latin America Equity Fund agrees that the (i) delisting of the shares of the Latin America Equity Fund with the NYSE and (ii) termination of its registration as a RIC will be effected in accordance with applicable law as soon as practicable following the Effective Date. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE LATIN AMERICA INVESTMENT, INC. FUND The obligations of the Latin America Investment Fund hereunder shall be subject to the following conditions: 7.1. Approval of Merger. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Investment Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Equity Fund issued and outstanding and entitled to vote thereon; and the Latin America Equity Fund shall have delivered to the Latin America Investment Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its secretary. 7.2. Certificates and Statements by the Latin America Equity Fund, Inc. (a) The Latin America Equity Fund shall have furnished a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on its behalf by its President (or any Vice President) and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its financial position since July 31, 2000, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Latin America Equity Fund shall have furnished to the Latin America Investment Fund a certificate signed by its President (or any Vice President), dated the Effective Date, certifying that as of the Effective Dates, all representations and warranties made in this Agreement are true and correct in all material respects as if made at and as of such date and each has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates. (c) The Latin America Equity Fund shall have delivered to the Latin America Investment Fund a letter from PricewaterhouseCoopers LLP, dated the Effective Date, stating that such firm has performed a limited review of the federal, state and local income tax returns for the period ended December 31, 1999, and that based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the federal, state and local income taxes of the Latin America Equity Fund for the period covered thereby; and that for the period from December 31, 1999 to and including the Effective Date and for any taxable year ending upon the Effective Date, such firm has performed a limited review to ascertain the amount of such applicable federal, state and local taxes, and has determined that either such amount has been paid or reserves have been established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of federal, state and local taxes for the period from December 31, 1999, to and including the Effective Date and for any taxable year ending upon the Effective Date or that the Latin America Equity Fund would not continue to qualify as a RIC for federal income tax purposes. 7.3. Absence of Litigation. There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 7.4. Legal Opinions. (a) The Latin America Investment Fund shall have received an opinion of Willkie Farr & Gallagher, as counsel to the Latin America Equity Fund, in form and substance reasonably satisfactory to the Latin America Investment Fund and dated the Effective Date, to the effect that (i) the Latin America Equity Fund is a corporation duly organized, validly existing under the laws of the State of Maryland and in good standing with the Department; (ii) the Agreement has been duly authorized, executed and delivered by the Latin America Equity Fund, and, assuming that the N-14 Registration Statement complies with the 1933 Act, 1934 Act and the 1940 Act, constitutes a valid and legally binding obligation of the Latin America Equity Fund, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws pertaining to the enforcement of creditors' rights generally and by equitable principles; (iii) to the best of such counsel's knowledge, no consent, approval, authorization or order of any United States federal or Maryland state court or governmental authority is required for the consummation by the Latin America Equity Fund of the Merger, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, the HSR Act, the published rules and regulations of the SEC thereunder and under Maryland law and such as may be required by state securities or blue sky laws; (iv) such counsel does not know of any contracts or other documents with respect to the Latin America Equity Fund related to the Merger of a character required to be described in the N-14 Registration Statement which are not described therein or, if required to be filed, filed as required; (v) the execution and delivery of this Agreement does not, and the consummation of the Merger will not, violate any material provision of the Articles of Incorporation, as amended, the by-laws, as amended, or any agreement (known to such counsel) to which the Latin America Equity Fund is a party or by which the Latin America Equity Fund is bound, except insofar as the parties have agreed to amend such provision as a condition precedent to the Merger; (vi) to the best of such counsel's knowledge, no material suit, action or legal or administrative proceeding is pending or threatened against the Latin America Equity Fund; and (vii) all corporate actions required to be taken by the Latin America Equity Fund to authorize this Agreement and to effect the Merger have been duly authorized by all necessary corporate actions on behalf of the Latin America Equity Fund. Such opinion shall also state that (A) while such counsel cannot make any representation as to the accuracy or completeness of statements of fact in the N-14 Registration Statement or any amendment or supplement thereto with respect to the Latin America Equity Fund, nothing has come to their attention that would lead them to believe that, on the respective effective dates of the N-14 Registration Statement and any amendment or supplement thereto with respect to the Latin America Equity Fund, (1) the N-14 Registration Statement or any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading with respect to the Latin America Equity Fund, and (2) the prospectus included in the N-14 Registration Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading with respect to the Latin America Equity Fund; provided that such counsel need not express any opinion or belief as to the financial statements, other financial data, statistical data or information relating to the Latin America Equity Fund contained or incorporated by reference in the N-14 Registration Statement. In giving the opinion set forth above, Willkie Farr & Gallagher may state that it is relying on certificates of officers of the Latin America Equity Fund with regard to matters of fact and certain certificates and written statements of governmental officials with respect to the good standing of the Latin America Equity Fund and on the opinion of Venable, Baetjer and Howard, LLP, as to matters of Maryland law. (b) The Latin America Investment Fund shall have received an opinion from Willkie Farr & Gallagher, as counsel to the Latin America Equity Fund, dated the Effective Date, to the effect that for federal income tax purposes (i) the Merger as provided in this Agreement will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code and that the Latin America Equity Fund and the Latin America Investment Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Latin America Equity Fund as a result of the Merger or upon the conversion of Latin America Equity Fund shares to Latin America Investment Fund Common; (iii) no gain or loss will be recognized by the Latin America Investment Fund as a result of the Merger; (iv) no gain or loss will be recognized by the shareholders of the Latin America Equity Fund upon the conversion of their shares into Latin America Investment Fund Common Stock except to the extent such shareholders are paid cash in lieu of fractional shares of Latin America Investment Fund in the Merger; (v) the tax basis of the Latin America Equity Fund assets in the hands of the Latin America Investment Fund will be the same as the tax basis of such assets in the hands of the Latin America Equity Fund immediately prior to the consummation of the Merger; (vi) immediately after the Merger, the tax basis of the Latin America Investment Fund Common Stock received by the shareholders of the Latin America Equity Fund in the Merger (including that of fractional share interests purchased by the Surviving Fund) will be equal, in the aggregate, to the tax basis of the shares of the Latin America Equity Fund converted pursuant to the Merger; (vii) a shareholder's holding period for the Latin America Investment Fund Common Stock (including that of fractional share interests purchased by the Surviving Fund) will be determined by including the period for which he or she held the Common Stock of the Latin America Equity Fund converted pursuant to the Merger, provided that such Latin America Equity Fund shares were held as a capital asset; (viii) the Latin America Investment Fund's holding period with respect to the Latin America Equity Fund assets transferred will include the period for which such assets were held by the Latin America Equity Fund; and (ix) the payment of cash to a Latin America Equity Fund shareholder in lieu of fractional shares of the Latin America Investment Fund will be treated as though the fractional shares were distributed as part of the Merger and then redeemed by the Latin America Investment Fund with the result that the Latin America Equity Fund shareholder will have a capital gain or loss to the extent the cash distribution differs from such shareholder's basis allocable to the fractional shares, provided that the converted Latin America Equity Fund shares were held as capital assets immediately prior to the conversion and that the shareholder's proportionate interest in the Latin America Investment Fund will be reduced as a result of such cash distribution. 7.5. Auditor's Consent and Certification. The Latin America Investment Fund shall have received from PricewaterhouseCoopers LLP a letter dated as of the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Latin America Investment Fund, to the effect that (i) they are independent public auditors with respect to the Latin America Investment Fund within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; and (ii) in their opinion, the financial statements and supplementary information of the Latin America Investment Fund included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder. 7.6. Liabilities. The assets or liabilities of the Latin America Equity Fund to be transferred to the Latin America Investment Fund shall not include any assets or liabilities which the Latin America Investment Fund, by reason of limitations in its investment objectives and policies as in effect upon consummation of theMerger or Articles of Incorporation, may not properly acquire or assume. The Latin America Investment Fund does not anticipate that there will be any such assets or liabilities but the Latin America Investment Fund will notify the Latin America Equity Fund if any do exist and will reimburse the Latin America Equity Fund for any reasonable transaction costs incurred by the Latin America Equity Fund for the liquidation of such assets and liabilities. 7.7. Effectiveness of N-14 Registration Statement. The N-14 Registration Statement shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Latin America Investment Fund, contemplated by the SEC. 7.8. Approval of Exemptive Application; Regulatory Filings. (a) The Exemptive Application shall have been approved and the Latin America Investment Fund shall have received from the SEC such orders or interpretations as Willkie Farr & Gallagher, as counsel to the Latin America Investment Fund, deems reasonably necessary or desirable under the 1933 Act and the 1940 Act in connection with the Merger, provided, that such counsel shall have requested such orders as promptly as practicable, and all such orders shall be in full force and effect. (b) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. 7.9. Administrative Rulings, Proceedings. The SEC shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Merger under Section 25(c) of the 1940 Act; no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of the Latin America Equity Fund or would prohibit the Merger. 7.10. Satisfaction of the Latin America Investment Fund, Inc. All proceedings taken by the Latin America Equity Fund and its counsel in connection with the Merger and all documents incidental thereto shall be satisfactory in form and substance to the Latin America Investment Fund. 7.11. Dividends. Prior to the Effective Date, the Latin America Equity Fund shall have declared and paid a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders substantially all of its net investment company taxable income that has accrued through the Effective Date, if any (computed without regard to any deduction of dividends paid) (unless such amounts are immaterial), and substantially all of its net capital gain, if any, realized through the Effective Date. 7.12. Custodian's Certificate. The Latin America Equity Fund's custodian shall have delivered to the Latin America Investment Fund a certificate identifying all of the assets of the Latin America Equity Fund held or maintained by such custodian as of the Valuation Time. 7.13. Books and Records. The Latin America Equity Fund's transfer agent shall have provided to the Latin America Investment Fund (i) the originals or true copies of all of the records of the Latin America Equity Fund in the possession of such transfer agent as of the Exchange Date, (ii) a certificate setting forth the number of shares of the Latin America Equity Fund outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any shares and the number of shares held of record by each such shareholder. 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE LATIN AMERICA EQUITY FUND, INC. The obligations of the Latin America Equity Fund hereunder shall be subject to the following conditions: 8.1. Approval of Merger. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Equity Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Investment Fund issued and outstanding and entitled to vote thereon; and that the Latin America Investment Fund shall have delivered to the Latin America Equity Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its secretary. 8.2. Certificates and Statements by the Latin America Investment Fund, Inc. (a) The Latin America Investment Fund shall have furnished a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on its behalf by its President (or any Vice President) and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its financial position since July 31, 2000, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Latin America Investment Fund shall have furnished to the Latin America Equity Fund a certificate signed by its President (or any Vice President), dated the Effective Date, certifying that as of the Effective Date, all representations and warranties made in this Agreement are true and correct in all material respects as if made at and as of such date and each has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates. (c) The Latin America Investment Fund shall have delivered to the Latin America Equity Fund a letter from PricewaterhouseCoopers LLP, dated the Effective Date, stating that such firm has performed a limited review of the federal, state and local income tax returns for the period ended December 31, 1999, and that based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the federal, state and local income taxes of the Latin America Investment Fund for the period covered thereby; and that for the period from December 31, 1999 to and including the Effective Date, such firm has performed a limited review to ascertain the amount of such applicable federal, state and local taxes, and has determined that either such amount has been paid or reserves established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of federal, state and local taxes for the period from December 31, 1999, to and including the Effective Date or that the Latin America Investment Fund would not continue to qualify as a RIC for federal income tax purposes. 8.3. Absence of Litigation. There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 8.4. Legal Opinions. (a) The Latin America Equity Fund shall have received an opinion of Willkie Farr & Gallagher, as counsel to the Latin America Investment Fund, in form and substance reasonably satisfactory to the Latin America Equity Fund and dated the Effective Date, to the effect that (i) the Latin America Investment Fund is a corporation duly organized, validly existing under the laws of the State of Maryland and in good standing with the Department; (ii) the Agreement has been duly authorized, executed and delivered by the Latin America Investment Fund, and, assuming that the N-14 Registration Statement complies with the 1933 Act, 1934 Act and the 1940 Act, constitutes a valid and legally binding obligation of the Latin America Investment Fund, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws pertaining to the enforcement of creditors' rights generally and by equitable principles; (iii) to the best of such counsel's knowledge, no consent, approval, authorization or order of any United States federal or Maryland state court or governmental authority is required for the consummation by the Latin America Investment Fund of the Merger, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, the HSR Act and the published rules and regulations of the SEC thereunder and under Maryland law and such as may be required under state securities or blue sky laws; (iv) the N-14 Registration Statement has become effective under the 1933 Act, no stop order suspending the effectiveness of the N-14 Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act, and, with respect to the Latin America Investment Fund, the N-14 Registration Statement, and each amendment or supplement thereto, as of their respective effective dates, appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and the published rules and regulations of the SEC thereunder; (v) such counsel does not know of any statutes, legal or governmental proceedings or contracts with respect to the Latin America Investment Fund or other documents related to the Merger of a character required to be described in the N-14 Registration Statement which are not described therein or, if required to be filed, filed as required; (vi) the execution and delivery of this Agreement does not, and the consummation of the Merger will not, violate any material provision of the Articles of Incorporation, as amended, the by-laws, as amended, or any agreement (known to such counsel) to which the Latin America Investment Fund is a party or by which the Latin America Investment Fund is bound, except insofar as the parties have agreed to amend such provision as a condition precedent to the Merger; (vii) to the best of such counsel's knowledge, no material suit, action or legal or administrative proceeding is pending or threatened against the Latin America Investment Fund; and (viii) all corporate actions required to be taken by the Latin America Investment Fund to authorize this Agreement and to effect the Merger have been duly authorized by all necessary corporate actions on behalf of the Latin America Investment Fund. Such opinion shall also state that (A) while such counsel cannot make any representation as to the accuracy or completeness of statements of fact in the N-14 Registration Statement or any amendment or supplement thereto with respect to the Latin America Investment Fund, nothing has come to their attention that would lead them to believe that, on the respective effective dates of the N-14 Registration Statement and any amendment or supplement thereto, (1) the N-14 Registration Statement or any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading with respect to the Latin America Investment Fund; and (2) the prospectus included in the N-14 Registration Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading with respect to the Latin America Investment Fund; provided that such counsel need not express any opinion or belief as to the financial statements, other financial data, statistical data or information relating to the Latin America Investment Fund contained or incorporated by reference in the N-14 Registration Statement. In giving the opinion set forth above, Willkie Farr & Gallagher may state that it is relying on certificates of officers of the Latin America Investment Fund with regard to matters of fact and certain certificates and written statements of governmental officials with respect to the good standing of the Latin America Investment Fund and on the opinion of Venable, Baetjer and Howard, LLP as to matters of Maryland law. (b) The Latin America Equity Fund shall have received an opinion from Willkie Farr & Gallagher and dated the Effective Date, to the effect that for federal income tax purposes (i) the Merger as provided in this Agreement will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code and that the Latin America Investment Fund and the Latin America Equity Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Latin America Equity Fund as a result of the Merger or upon the conversion of Latin America Equity shares to Latin America Investment Fund Common Stock; (iii) no gain or loss will be recognized by the Latin America Equity Fund as a result of the Merger; (iv) no gain or loss will be recognized by the shareholders of the Latin America Equity Fund upon the conversion of their shares into Latin America Investment Fund Common Stock except to the extent such shareholders are paid cash in lieu of fractional shares of Latin America Investment Fund in the Merger; (v) the tax basis of the Latin America Equity Fund assets in the hands of the Latin America Investment Fund will be the same as the tax basis of such assets in the hands of the Latin America Equity Fund immediately prior to the consummation of the Merger; (vi) immediately after the Merger, the tax basis of the Latin America Investment Fund Common Stock received by the shareholders of the Latin America Equity Fund in the Merger (including that of fractional share interests purchased by the Surviving Fund) will be equal, in the aggregate, to the tax basis of the shares of the Latin America Equity Fund converted pursuant to the Merger; (vii) a shareholder's holding period for the Latin America Investment Fund Common Stock (including that of fractional share interests purchased by the Surviving Fund) will be determined by including the period for which he or she held the Common Stock of the Latin America Equity Fund converted pursuant to the Merger, provided, that such Latin America Equity Fund shares were held as a capital asset; (viii) the Latin America Investment Fund's holding period with respect to the Latin America Equity Fund assets transferred will include the period for which such assets were held by the Latin America Equity Fund; and (ix) the payment of cash to a Latin America Equity Fund shareholder in lieu of fractional shares of the Latin America Investment Fund will be treated as though the fractional shares were distributed as part of the Merger and then redeemed by the Latin America Investment Fund with the result that the Latin America Equity Fund shareholder will have a capital gain or loss to the extent the cash distribution differs from such shareholder's basis allocable to the fractional shares, provided that the converted Latin America Equity Fund shares were held as capital assets immediately prior to the conversion and that the shareholder's proportionate interest in the Latin America Investment Fund will be reduced as a result of such cash distribution. 8.5. Auditor's Consent and Certification. The Latin America Equity Fund shall have received from PricewaterhouseCoopers LLP a letter dated as of the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Latin America Equity Fund, to the effect that (i) they are independent public auditors with respect to the Latin America Investment Fund within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; and (ii) in their opinion, the financial statements and supplementary information of the Latin America Investment Fund incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder. 8.6. Effectiveness of N-14 Registration Statement. The N-14 Registration Statement shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Latin America Equity Fund, contemplated by the SEC. 8.7. Approval of Exemptive Application; Regulatory Filings. (a) The Exemptive Application shall have been approved and the Latin America Equity Fund shall have received from the SEC such orders or interpretations as Willkie Farr & Gallagher, as counsel to the Latin America Equity Fund, deems reasonably necessary or desirable under the 1933 Act and the 1940 Act in connection with the Merger, provided, that such counsel or counsel to the Latin America Investment Fund shall have requested such orders as promptly as practicable, and all such orders shall be in full force and effect. Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) The SEC shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Merger under Section 25(c) of the 1940 Act; no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of the Latin America Equity Fund or would prohibit the Merger. (c) The Latin America Investment Fund shall have received from any relevant state securities administrator such order or orders as are reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state securities or blue sky laws in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect. 8.8. Satisfaction of the Latin America Equity Fund, Inc. All proceedings taken by the Latin America Investment Fund and its counsel in connection with the Merger and all documents incidental thereto shall be satisfactory in form and substance to the Latin America Equity Fund. 8.9. Dividends. Prior to the Effective Date, the Latin America Investment Fund shall have declared and paid a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders substantially all of its net investment company taxable income that has accrued through the Effective Date, if any (computed without regard to any deduction of dividends paid) (unless such amounts are immaterial) and substantially all of its net capital gain, if any, realized through the Effective Date. 9. PAYMENT OF EXPENSES 9.1. Allocation. All expenses incurred in connection with the Merger shall be allocated equally between the Latin America Investment Fund and the Latin America Equity Fund in the event the Merger is consummated. Such expenses shall include, but not be limited to, all costs related to the preparation and distribution of the N-14 Registration Statement, the Exemptive Application, the HSR Filing for the Parties, proxy solicitation expenses, legal and accounting fees, SEC registration fees, and NYSE listing fees. Neither of the Parties owes any broker's or finder's fees in connection with the transactions provided for herein. 10. COOPERATION FOLLOWING EFFECTIVE DATE In case at any time after the Effective Date any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification as described below). The Latin America Equity Fund acknowledges and agrees that from and after the Effective Date, the Latin America Investment Fund shall be entitled to possession of all documents, books, records, agreements and financial data of any sort pertaining to the Latin America Equity Fund. 11. INDEMNIFICATION 11.1. The Latin America Equity Fund, Inc. The Latin America Investment Fund agrees to indemnify and hold harmless the Latin America Equity Fund and each of the Latin America Equity Fund's directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Latin America Equity Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Latin America Investment Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 11.2. The Latin America Investment Fund, Inc. The Latin America Equity Fund agrees to indemnify and hold harmless the Latin America Investment Fund and each of the Latin America Investment Fund's directors and officers from and against any and all losses, claims, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Latin America Investment Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Latin America Equity Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 12. TERMINATION, POSTPONEMENT AND WAIVERS 12.1. Termination. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Merger abandoned at any time (whether before or after adoption by the shareholders of each of the Parties) prior to the Effective Date, or the Effective Date may be postponed, (i) by mutual agreement of the Parties' Board of Directors; (ii) by the Board of Directors of the Latin America Investment Fund if any of the obligations of the Latin America Equity Fund set forth in this Agreement has not been fulfilled or waived by such Board or if the Latin America Equity Fund has made a material and intentional misrepresentation herein or in connection herewith; or (iii) by the Board of Directors of the Latin America Equity Fund if any of the obligations of the Latin America Investment Fund set forth in this Agreement has not been fulfilled or waived by such Board or if the Latin America Investment Fund has made a material and intentional misrepresentation herein or in connection herewith. (b) If the transaction contemplated by this Agreement shall not have been consummated by December 31, 2000, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Boards of Directors of the Parties. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the Agreement shall become void and have no further effect, and there shall not be any liability hereunder on the part of either of the Parties or their respective directors or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive. 12.2. Waiver. At any time prior to the Effective Date, any of the terms or conditions of this Agreement may be waived by the Board of Directors of either the Latin America Equity Fund or the Latin America Investment Fund (whichever is entitled to the benefit thereof), if, in the judgment of such Board after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended in this Agreement to the shareholders of their respective fund, on behalf of which such action is taken. 12.3. Expiration of Representations and Warranties. (a) The respective representations and warranties contained in Articles 3 and 4 of this Agreement shall expire with, and be terminated by, the consummation of the Merger, and neither of the Parties nor any of their officers, directors, agents or shareholders shall have any liability with respect to such representations or warranties after the Effective Date. This provision shall not protect any officer, director, agent or shareholder of the Parties against any liability to the entity for which that officer, director, agent or shareholder so acts or to its shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office. (b) If any order or orders of the SEC with respect to this Agreement shall be issued prior to the Effective Date and shall impose any terms or conditions which are determined by action of the Boards of Directors of the Parties to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Parties, unless such terms and conditions shall result in a change in the method of computing the number of shares of Latin America Investment Fund Common Stock to be issued pursuant to this Agreement, in which event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the shareholders of the Parties prior to the meetings at which the Merger shall have been approved, this Agreement shall not be consummated and shall terminate unless the Parties call special meetings of shareholders at which such conditions so imposed shall be submitted for approval. 13. MISCELLANEOUS 13.1. Transfer Restriction. Pursuant to Rule 145 under the 1933 Act, and in connection with the issuance of any shares to any person who at the time of the Merger is, to its knowledge, an affiliate of a party to the Merger pursuant to Rule 145(c), the Latin America Investment Fund will cause to be affixed upon the certificate(s) issued to such person (if any) a legend as follows: THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE LATIN AMERICA INVESTMENT FUND, INC. (OR ITS STATUTORY SUCCESSOR) UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE FUND, SUCH REGISTRATION IS NOT REQUIRED. and, further, that stop transfer instructions will be issued to the Latin America Investment Fund's transfer agent with respect to such shares. The Latin America Equity Fund will provide the Latin America Investment Fund on the Effective Date with the name of any Latin America Equity Fund Shareholder who is to the knowledge of the Latin America Equity Fund an affiliate of it on such date. 13.2. Material Provisions. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf. 13.3. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Latin America Investment Fund: Hal Liebes, Esq. Senior Vice President The Latin America Investment Fund, Inc. 466 Lexington Avenue New York, New York 10017 With copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Marco E. Adelfio, Esq. Morrison & Foerster 2000 Pennsylvania Avenue, N.W. Suite 5500 Washington, D.C. 20006 If to the Latin America Equity Fund: Hal Liebes, Esq. Senior Vice President The Latin America Equity Fund, Inc. 466 Lexington Avenue New York, New York 10017 With copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Marco E. Adelfio, Esq. Morrison & Foerster 2000 Pennsylvania Avenue, N.W. Suite 5500 Washington, D.C. 20006 Any Party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 13.4. Amendments. This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Latin America Investment Fund and the Latin America Equity Fund; provided, however, that following the meeting of the Latin America Investment Fund and Latin America Equity Fund shareholders to approve the Merger, no such amendment may have the effect of changing the provisions for determining the number of the Latin America Investment Fund shares to be issued to the Latin America Equity Fund shareholders under this Agreement to the detriment of such shareholders without their further approval. 13.5. Headings. The Article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 13.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 13.7. Enforceability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 13.8. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Parties and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 13.9. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Maryland, without regard to its principles of conflicts of law. IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its President or Vice President and attested by its Secretary or Assistant Secretary. THE LATIN AMERICA INVESTMENT FUND, INC. By:_____________________________________________ Name: Attest: Title: THE LATIN AMERICA EQUITY FUND, INC. By:______________________________________________ Name: Attest: Title: 780665.4 1 - - - 780665.4 iii 780665.4 i 780665.4 3 780665.4 EX-99.77M 10 0010.txt SECOND AMENDED AND RESTATED BYLAWS OF THE LATIN AMERICA EQUITY FUND, INC. BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL. Article 1.1. Name. The name of the Company is The Latin America Equity Fund, Inc. Article 1.2. Principal Offices. The principal office of the Company in the State of Maryland shall be located in Baltimore, Maryland. The Company may, in addition, establish and maintain such other offices and places of business within or outside the State of Maryland as the Board of Directors may from time to time determine. Article 1.3. Seal. The corporate seal of the Company shall be circular in form and shall bear the name of the Company, the year of its incorporation and the words "Corporate Seal, Maryland." The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any Officer or Director of the Company shall have authority to affix the corporate seal of the Company to any document requiring the same. BYLAW-TWO: STOCKHOLDERS. Article 2.1. Place of Meetings. All meetings of the Stockholders shall be held at such place within the United States, whether within or outside the State of Maryland, as the Board of Directors shall determine, which shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Article 2.2. Annual Meeting. Commencing in 1991, the annual meeting of the Stockholders of the Company shall be held at such place as the Board of Directors shall select on such date, during the 31-day period ending four months after the end of the Company's fiscal year, as may be fixed by the Board of Directors each year, at which time the Stockholders shall elect Directors by a plurality of votes cast, and transact such other business as may properly come before the meeting. Any business of the Company may be transacted at the annual meeting without being specially designated in the notice except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. Article 2.3. Special Meetings. Special meetings of the Stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by resolution of the Board of Directors or by the President, and shall be called by the Secretary at the request of a majority of the Board of Directors or at the request, in writing, of Stockholders holding at least a majority of the votes entitled to be cast at the meeting upon payment by such Stockholders to the Company of the reasonably estimated cost of preparing and mailing a notice of the meeting (which estimated cost shall be provided to such Stockholders by the Secretary of the Company). A written request shall state the purpose or purposes of the proposed meeting and the matters proposed to be acted upon at it. At any special meeting of the Stockholders, only such business shall be conducted as shall be properly brought before the meeting and has been indicated in the notice of meeting given in accordance with Article 2.4 of these Bylaws. The chairman of the special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting or is not a proper subject for the meeting; any such business shall not be considered or transacted. Article 2.4. Notice. Written notice of every meeting of Stockholders, stating the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, shall be served, either personally or by mail, not less than ten nor more than ninety days before the meeting, upon each Stockholder as of the record date fixed for the meeting who is entitled notice of or to vote at such meeting. If mailed (i) such notice shall be directed to a Stockholder at his address as it shall appear on the books of the Company (unless he shall have filed with the Transfer Agent of the Company a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request) and (ii) such notice shall be deemed to have been given as of the date when it is deposited in the United States mail with first-class postage thereon prepaid. Article 2.5. Notice of Stockholder Business at Annual Meetings. (a) At any annual meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, the business must (i) be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise be properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise (x) be properly brought before the meeting by a Stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Article 2.5 and who is a Stockholder of record at the time such notice is delivered to the Secretary of the Company, and (y) constitute a proper subject to be brought before the meeting. (b) For business to be properly brought before an annual meeting by a Stockholder, the Stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, such notice must be delivered to or mailed and received at the principal executive offices of the Company not later than 45 days before the date in the then current year corresponding to the date on which the Company first mailed its notice and proxy materials for the annual meeting held in the prior year; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, notice by such Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice or public announcement of the date of such meeting was given or made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a Stockholder's notice as described above. (c) Any such notice by a Stockholder shall set forth as to each matter the Stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company's books, of the Stockholder proposing such business, (iii) the class and number of shares of the capital stock of the Company which are beneficially owned by the Stockholder, (iv) a representation that the Stockholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such business, (v) whether the Stockholder intends or is part of a group which intends to solicit proxies from other Stockholders in support of such business, and (vi) any material interest of the Stockholder in such business. (d) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article 2.5. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that (i) the business proposed to be brought before the meeting is not a proper subject thereof and/or (ii) such business was not properly brought before the meeting in accordance with the provisions of this Article 2.5, and, if he should so determine, he shall so declare to the meeting that any such business shall not be considered or transacted. (e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Bloomberg or comparable news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940, as amended. Article 2.6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present or represented, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, to a date not more than 120 days after the original record date, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business which might have been transacted at the original meeting may be transacted. Article 2.7. Vote of the Meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the votes cast shall decide any question brought before such meeting (except with respect to election of directors which shall be by a plurality of votes cast), unless the question is one upon which, by express provisions of applicable statutes, of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provisions shall govern and control the decision of such question. Article 2.8. Voting Rights of Stockholders. Each Stockholder of record having the right to vote shall be entitled at every meeting of the Stockholders of the Company to one vote for each share of stock having voting power standing in the name of such Stockholder on the books of the Company on the record date fixed in accordance with Article 6.5 of these Bylaws, with pro rata voting rights for any fractional shares, and such votes may be cast either in person or by written proxy. Article 2.9. Organization. At every meeting of the Stockholders, the Chairman of the Board, or in his absence or inability to act, the President or a Vice President of the Company, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, a person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes of the meeting. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Stockholders as it shall deem necessary or appropriate. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary or appropriate for the proper conduct of the meeting, including, without limitation, establishing an order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Stockholders of record of the Company and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Article 2.10. Proxies. Every proxy must be executed in writing by the Stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date of its execution unless it shall have specified therein its duration. Every proxy shall be revocable at the pleasure of the person executing it or of his personal representatives or assigns. Proxies shall be delivered prior to the meeting to the Secretary of the Company or to the person acting as Secretary of the meeting before being voted. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless, at or prior to exercise of such proxy, the Company receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Stockholder shall be deemed valid unless challenged at or prior to its exercise. Article 2.11. Stock Ledger and List of Stockholders. It shall be the duty of the Secretary or Assistant Secretary of the Company to cause an original or duplicate stock ledger to be maintained at the office of the Company's Transfer Agent. Article 2.12. Action without Meeting. Any action to be taken by Stockholders may be taken without a meeting if (1) all Stockholders entitled to vote on the matter consent to the action in writing, (2) all Stockholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (3) said consents and waivers are filed with the records of the meetings of Stockholders. Such consent shall be treated for all purposes as a vote at a meeting. BYLAW-THREE: BOARD OF DIRECTORS. Article 3.1. General Powers. Except as otherwise provided in the Articles of Incorporation, the business and affairs of the Company shall be managed under the direction of the Board of Directors. All powers of the Company may be exercised by or under authority of the Board of Directors except as conferred on or reserved to the Stockholders by law, by the Articles of Incorporation or by these Bylaws. Article 3.2. Board of Three to Nine Directors. The Board of Directors shall consist of not less than three (3) nor more than nine (9) Directors; provided that if there are less than three stockholders, the number of Directors may be less than three but not less than the number of stockholders or one, if less. Directors need not be Stockholders. The majority of the entire Board of Directors shall have power from time to time to increase or decrease the number of Directors. If the number of Directors is increased, the additional Directors may be elected by a majority of the Directors in office at the time of the increase. If such additional Directors are not so elected by the Directors in office at the time they increase the number of places on the Board, or if the additional Directors are elected by the existing Directors prior to the first meeting of the Stockholders of the Company, then in either of such events the additional Directors shall be elected or reelected by the Stockholders at their next annual meeting or at an earlier special meeting called for that purpose. Beginning with the first annual meeting of Stockholders held after the initial public offering of the shares of the Company (the "initial annual meeting"), the Board of Directors shall be divided into three classes: Class I, Class II and Class III. The terms of office of the classes of Directors elected at the initial annual meeting shall expire at the times of the annual meetings of the Stockholders as follows: Class I on the next annual meeting, Class II on the second next annual meeting and Class III on the third next annual meeting, or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the Directors chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Directors whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of Stockholders, or thereafter in each case when their respective successors are elected and qualified. The number of directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. Article 3.3. Director Nominations. (a) Only persons who are nominated in accordance with the procedures set forth in this Article 3.3 shall be eligible for election or re-election as Directors. Nominations of persons for election or re-election to the Board of Directors of the Company may be made at an annual meeting of Stockholders or at a special meeting of Stockholders as to which the Company's notice of the meeting provides for election of directors, by or at the direction of the Board of Directors or by any Stockholder of the Company who is entitled to vote for the election of such nominee at the meeting, who complies with the notice procedures set forth in this Article 3.3 and who is a Stockholder of record at the time such notice is delivered to the Secretary of the Company. (b) Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice delivered in writing to the Secretary of the Company. To be timely, (i) any notice of nomination(s) by a Stockholder given in connection with an annual meeting must be delivered to or mailed and received at the principal executive offices of the Company not later than 45 days before the date in the then current year corresponding to the date on which the Company first mailed its notice and proxy materials for the annual meeting held in the prior year, provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, notice by such Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice or public announcement of the date of such meeting was given or made, and (ii) any notice of nomination(s) given in connection with a special meeting as to which the Company's notice of the meeting provides for election of directors must be delivered to or mailed and received at the principal executive offices of the Company not later than 60 days prior to the date of the meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of such special meeting is given or made to Stockholders, any such notice by a Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of such special meeting was given or such public disclosure was made. In no event shall the public announcement of an adjournment of a meeting commence a new time period for the giving of a Stockholder's notice of nomination(s) as described above. (c) Any such notice by a Stockholder shall set forth (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the capital stock of the Company which are beneficially owned by such person and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor regulation thereto (including without limitation such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and whether any person intends to seek reimbursement from the Company of the expenses of any solicitation of proxies should such person be elected a Director of the Company); and (ii) as to the Stockholder giving the notice (A) the name and address, as they appear on the Company's books, of such Stockholder, (B) the class and number of shares of the capital stock of the Company which are beneficially owned by such Stockholder, (C) a representation that the Stockholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination(s) and (D) whether the Stockholder intends or is part of a group which intends to solicit proxies from other Stockholders in support of such nomination(s). At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Company that information required to be set forth in a Stockholder's notice of nomination which pertains to the nominee. (d) If a notice by a Stockholder is required to be given pursuant to this Article 3.3, no person shall be entitled to receive reimbursement from the Company of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Company and the Board of Directors approves such reimbursement. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and, if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded for all purposes. Article 3.4. Vacancies. Subject to the provisions of the Investment Company Act of 1940, as amended, if the office of any Director or Directors becomes vacant for any reason (other than an increase in the number of Directors as provided for in Article 3.2), the Directors in office, although less than a quorum, shall continue to act and may choose a successor or successors, who shall hold office until the next annual meeting of Stockholders and until his successor is elected and qualifies, or any vacancy may be filled by the Stockholders at any meeting thereof. Article 3.5. Removal. At any meeting of Stockholders duly called and at which a quorum is present, the Stockholders may, by the affirmative vote of the holders of at least three-fourths of the votes entitled to be cast thereon, remove any Director or Directors from office, with or without cause, and may elect a successor or successors to fill any resulting vacancies for the unexpired term of the removed Director. Article 3.6. Resignation. A Director may resign at any time by giving written notice of his resignation to the Board of Directors or the Chairman of the Board or the Secretary of the Company. Any resignation shall take effect at the time specified in it or, should the time when it is to become effective not be specified in it, immediately upon its receipt. Acceptance of a resignation shall not be necessary to make it effective unless the resignation states otherwise. Article 3.7. Place of Meetings. The Directors may hold their meetings at the principal office of the Company or at such other places, either within or outside the State of Maryland, as they may from time to time determine. Article 3.8. Regular Meetings. Regular meetings of the Board may be held at such date and time as shall from time to time be determined by the Board. Article 3.9. Special Meetings. Special meetings of the Board may be called by order of the Chairman of the Board on one day's notice given to each Director either in person or by mail, telephone, telegram, cable or wireless to each Director at his residence or regular place of business. Special meetings will be called by the Chairman of the Board or the Secretary in a like manner on the written request of a majority of the Directors. Article 3.10. Quorum. At all meetings of the Board, the presence of one-third of the entire Board of Directors (but not less than two Directors unless the Board of Directors shall consist of only one Director in which event that one Director shall constitute a quorum) shall be necessary to constitute a quorum and sufficient for the transaction of business, and any act of a majority present at a meeting at which there is a quorum shall be the act of the Board of Directors, except as may be specifically provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Article 3.11. Organization. The Board of Directors shall designate one of its members to serve as Chairman of the Board. The Chairman of the Board shall preside at each meeting of the Board. In the absence or inability of the Chairman of the Board to act, another Director chosen by a majority of the Directors present shall act as chairman of the meeting and preside at the meeting. The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes of the meeting. Article 3.12. Informal Action by Directors and Committees. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may, except as otherwise required by statute, be taken without a meeting if a written consent to such action is signed by all members of the Board, or of such committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee. Subject to the Investment Company Act of 1940, as amended, members of the Board of Directors or a committee thereof may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Article 3.13. Executive Committee. There may be an Executive Committee of two or more Directors appointed by the Board who may meet at stated times or on notice to all by any of their own number. The Executive Committee shall consult with and advise the Officers of the Company in the management of its business and exercise such powers of the Board of Directors as may be lawfully delegated by the Board of Directors. Vacancies shall be filled by the Board of Directors at any regular or special meeting. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required. Article 3.14. Audit Committee. There shall be an Audit Committee of two or more Directors who are not "interested persons" of the Company (as defined in the Investment Company Act of 1940, as amended) appointed by the Board who may meet at stated times or on notice to all by any of their own number. The Committee's duties shall include reviewing both the audit and other work of the Company's independent accountants, recommending to the Board of Directors the independent accountants to be retained, and reviewing generally the maintenance and safekeeping of the Company's records and documents. Article 3.15. Other Committees. The Board of Directors may appoint other committees composed of one or more members which shall in each case consist of such number of members and shall have and may exercise, to the extent permitted by law, such powers as the Board may determine in the resolution appointing them. A majority of all members of any such committee may determine its action, and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the members and, to the extent permitted by law, to change the powers of any such committee, to fill vacancies and to discharge any such committee. Article 3.16. Compensation of Directors. The Board may, by resolution, determine what compensation and reimbursement of expenses of attendance at meetings, if any, shall be paid to Directors in connection with their service on the Board. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity or from receiving compensation therefor. BYLAW-FOUR: OFFICERS. Article 4.1. Officers. The Officers of the Company shall be fixed by the Board of Directors and shall include a President, Vice President, Secretary and Treasurer. Any two offices may be held by the same person except the offices of President and Vice President. A person who holds more than one office in the Company may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. Article 4.2. Appointment of Officers. The Directors shall appoint the Officers, who need not be members of the Board. Article 4.3. Additional Officers. The Board may appoint such other Officers and agents as it shall deem necessary who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Article 4.4. Salaries of Officers. The salaries of all Officers of the Company shall be fixed by the Board of Directors. Article 4.5. Term, Removal, Vacancies. The Officers of the Company shall serve at the pleasure of the Board of Directors and hold office for one year and until their successors are chosen and qualify in their stead. Any Officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Directors. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. Article 4.6. President. The President shall be the chief executive officer of the Company, shall, subject to the supervision of the Board of Directors, have general responsibility for the management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. Article 4.7. Vice President. Any Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. Article 4.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and Directors at the regular meetings of the Board, or whenever they may require it, an account of the financial condition of the Company. Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, may perform all the duties of the Treasurer. Article 4.9. Secretary. The Secretary shall attend meetings of the Board and meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the Executive Committee of the Board when required. He shall give or cause to be given notice of all meetings of Stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors. He shall keep in safe custody the seal of the Company and affix it to any instrument when authorized by the Board of Directors. Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, may perform all the duties of the Secretary. Article 4.10. Subordinate Officers. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall serve at the pleasure of the Board of Directors and have such title, hold office for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Article 4.11. Surety Bonds. The Board of Directors may require any officer or agent of the Company to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission) to the Company in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his duties to the Company, including responsibility for negligence and for the accounting of any of the Company's property, funds or securities that may come into his hands. BYLAW-FIVE: GENERAL PROVISIONS. Article 5.1. Waiver of Notice. Whenever the Stockholders or the Board of Directors are authorized by statute, the provisions of the Articles of Incorporation or these Bylaws to take any action at any meeting after notice, such notice may be waived, in writing, before or after the holding of the meeting, by the person or persons entitled to such notice, or, in the case of a Stockholder, by his duly authorized attorney-in-fact. Such notice is also waived if the person entitled to the notice is present at the meeting in person, or, in the case of a stockholder, by proxy. Article 5.2. Indemnity. (a) The Company shall indemnify its directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Company shall indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. The Company shall indemnify its directors and officers who, while serving as directors or officers, also serve at the request of the Company as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent consistent with law. The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. This Article shall not protect any such person against any liability to the Company or any Stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office ("disabling conduct"). (b) Any current or former director or officer of the Company seeking indemnification within the scope of this Article shall be entitled to advances from the Company for payment of the reasonable expenses incurred by him in connection with the matter as to which he is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The person seeking indemnification shall provide to the Company a written affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company 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 conditions shall be met: (i) the person seeking indemnification shall provide security in form and amount acceptable to the Company for his undertaking; (ii) the Company is insured against losses arising by reason of the advance; or (iii) a majority of a quorum of directors of the Company who are neither "interested persons" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding ("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 Company at the time the advance is proposed to be made, that there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. (c) At the request of any person claiming indemnification under this Article, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the Maryland General Corporation Law, whether the standards required by this Article have been met. 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 person to be indemnified 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 person to be indemnified was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of disinterested non-party directors or (b) an independent legal counsel in a written opinion. (d) Employees and agents who are not officers or directors of the Company may be indemnified, and reasonable expenses may be advanced to such employees or agents, as may be provided by action of the Board of Directors or by contract, subject to any limitations imposed by the Investment Company Act of 1940. (e) The Board of Directors may make further provision consistent with law for indemnification and advance of expenses to directors, officers, employees and agents by resolution, agreement or otherwise. The indemnification provided by this Article shall not be deemed exclusive of any other right, with respect to indemnification or otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or disinterested directors or otherwise. (f) References in this Article are to the Maryland General Corporation Law and to the Investment Company Act of 1940, as from time to time amended. No amendment of these Bylaws shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment. Article 5.3. Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or who, while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position; provided that no insurance may be purchased by the Company on behalf of any person against any liability to the Company or to its Stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Article 5.4. Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Article 5.5. Fiscal Year. The fiscal year of the Company shall be determined by resolution of the Board of Directors. BYLAW-SIX: CERTIFICATES OF STOCK. Article 6.1. Certificates of Stock. The interest of each Stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates shall be numbered and entered in the books of the Company as they are issued. They shall exhibit the holder's name and the number of whole shares and no certificate shall be valid unless it has been signed by the President, a Vice President or the Chairman of the Board of Directors and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and bears the corporate seal. Any or all of the signatures or the seal on the certificate may be a facsimile, engraved or printed. In case any of the officers of the Company whose manual or facsimile signature appears on any stock certificate delivered to a Transfer Agent of the Company shall cease to be such Officer prior to the issuance of such certificate, the Transfer Agent may nevertheless countersign and deliver such certificate as though the person signing the same or whose facsimile signature appears thereon had not ceased to be such officer, unless written instructions of the Company to the contrary are delivered to the Transfer Agent. Article 6.2. Lost, Stolen or Destroyed Certificates. The Board of Directors, or the President together with the Treasurer or Secretary, may direct a new certificate to be issued in place of any certificate theretofore issued by the Company, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, or by his legal representative. When authorizing such issue of a new certificate, the Board of Directors, or the President and Treasurer or Secretary, may, in its or their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it or they shall require and/or give the Company a bond in such sum and with such surety or sureties as it or they may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed for such newly issued certificate. Article 6.3. Transfer of Stock. Shares of the Company shall be transferable on the books of the Company by the holder thereof in person or by his duly authorized attorney or legal representative upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, with such proof of the authenticity of the signature as the Company or its agents may reasonably require. The shares of stock of the Company may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to the method of transfer of the shares of stock of the Company. Article 6.4. Registered Holder. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by statute. Article 6.5. Record Date. The Board of Directors may fix a time not less than 10 nor more than 90 days prior to the date of any meeting of Stockholders or prior to the last day on which the consent or dissent of Stockholders may be effectively expressed for any purpose without a meeting, as the time as of which Stockholders entitled to notice of, and to vote at, such a meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined; and all such persons who were holders of record of voting stock at such time, and no other, shall be entitled to notice of, and to vote at, such meeting or to express their consent or dissent, as the case may be. If no record date has been fixed, the record date for the determination of Stockholders entitled to notice of, or to vote at, a meeting of Stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, or, if notice is waived by all Stockholders, at the close of business on the tenth day next preceding the day on which the meeting is held. The Board of Directors may also fix a time not exceeding 90 days preceding the date fixed for the payment of any dividend or the making of any distribution, or for the delivery of evidences of rights, or evidences of interests arising out of any change, conversion or exchange of capital stock, as a record time for the determination of the Stockholder entitled to receive any such dividend, distribution, rights or interests. Article 6.6. Stock Ledgers. The stock ledgers of the Company, containing the names and addresses of the Stockholders and the number of shares held by them respectively, shall be kept at the principal offices of the Company or at the offices of the Transfer Agent of the Company or at such other location as may be authorized by the Board of Directors from time to time. Article 6.7. Transfer Agents and Registrars. The Board of Directors may from time to time appoint or remove Transfer Agents and/or Registrars of transfers (if any) of shares of stock of the Company, and it may appoint the same person as both Transfer Agent and Registrar. Upon any such appointment being made, all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such Transfer Agents or by one of such Registrars of transfers (if any), or by both if such Transfer Agents or Registrars are not the same person, and shall not be valid unless the certificates are so countersigned. If the same person shall be both Transfer Agent and Registrar, only one countersignature by such person shall be required. BYLAW-SEVEN: AMENDMENTS. Article 7.1. General. The Board of Directors, by affirmative vote of a majority thereof, shall have the exclusive right to make, amend, alter and repeal the Bylaws of the Company, at any regular or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new Bylaw, except as otherwise required by the Investment Company Act of 1940, as amended. BYLAW-EIGHT: SPECIAL PROVISIONS. Article 8.1. Actions Relating to Discount in Price of the Company's Shares. In the event that at any time following the initial public offering of shares of the Company's Common Stock such shares publicly trade for a substantial period of time at a substantial discount from the Company's then current net asset value per share, the Board of Directors shall consider, at its next regularly scheduled meeting, taking various actions designed to eliminate the discount. The actions considered by the Board of Directors may include periodic repurchases by the Company of its shares of Common Stock or an amendment to the Company's Articles of Incorporation to make the Company's Common Stock a "redeemable security" (as such term is defined in the Investment Company Act of 1940), subject in all events to compliance with all applicable provisions of the Company's Articles of Incorporation, these Bylaws, the Maryland General Corporation Law and the Investment Company Act of 1940. Dated: November 17, 2000 ?? 97901.8 - -14- EX-99.77M 11 0011.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F Application for Deregistration of Certain Registered Investment Companies I. General Identifying Information 1. Reason fund is applying to deregister (check only one: for descriptions, see Instruction 1 above): [X] Merger [ ] Liquidation [ ] Abandonment of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [ ] Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: The Latin America Equity Fund, Inc. 3. Securities and Exchange Commission File Nos.: 811-06413 4. Is this an initial Form N-8F or an amendment to previously filed Form N-8F? [X] Initial Application [ ] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): The Latin America Equity Fund, Inc. 466 Lexington Avenue, 16th Floor New York, NY 10017 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: Bear Stearns Funds Management, Inc. 575 Lexington Avenue New York, NY 10022 (212) 272-2000 Note: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules. 8. Classification of fund (check only one): [X] Management Company; [ ] Unit investment trust; or [ ] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [ ] Open-end [X] Closed-end 10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Maryland 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: Investment Adviser Investment Sub-Adviser ------------------ ---------------------- Credit Suisse Asset Management, LLC Celfin Servicios Financieros S.A. 466 Lexington Avenue, 16th Floor Apoquindo 3721, Piso 19 New York, NY 10017 Santiago, Chile 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: N/A 13. If the fund is a unit investment trust ("UIT") provide: N/A (a) Depositor's name(s) and address(es): (b) Trustee's name(s) and address(es): 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? [ ] Yes [X] No If Yes, for each UIT state: Name(s): File No.: 811-______ Business Address: 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [ ] No If Yes, state the date on which board vote took place: July 24, 2000 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [ ] No If Yes, state the date on which the shareholder vote took place: October 10, 2000 If No, explain: II. Distributions to Shareholders 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [ ] Yes [X] No (a) If Yes, list the date(s) on which the fund made those distributions: (b) Were the distributions made on the basis of net assets? [ ] Yes [ ] No (c) Were the distributions made pro rata based on share ownership? [ ] Yes [ ] No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: Pursuant to the terms of the agreement governing the Merger, each share of common stock of The Latin America Equity Fund, Inc. ("LAQ") was converted into an equivalent dollar amount of full shares of common stock of The Latin America Investment Fund, Inc. ("LAM") based on the net asset value of each Fund as of 4:00 p.m. Eastern Time on November 9, 2000. Based on LAM's and LAQ's net asset value of $16.60 and $15.23, respectively, as of time of determination, the conversion ratio was 0.9175 shares of LAM for each share of LAQ. No fractional shares were issued, and cash was paid in lieu thereof. (e) Liquidations only: Were any distributions to shareholders made in kind? [ ] Yes [ ] No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: 17. Closed-end funds only: Has the fund issued senior securities? [ ] Yes [X] No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: 18. Has the fund distributed all of its assets to the fund's shareholders? [ ] Yes [X] No If No, (a) How many shareholders does the fund have as of the date this form is filed? None. (b) Describe the relationship of each remaining shareholder to the fund: 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? [ ] Yes [X] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III. Assets and Liabilities 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) [ ] Yes [X] No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? [ ] Yes [ ] No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? [ ] Yes [X] No If Yes, (a) Describe the type and amount of each debt or other liability: (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. Information About Event(s) Leading to Request For Deregistration 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: $165,000 (ii) Accounting expenses: $30,000 (iii) Other expenses (list and identify separately): Proxy solicitation $15,155 PaineWebber Consultation Fees $166,237 Printing $55,165 NYSE $5,679 SEC Registration Fees $27,869 Hart-Scott-Rodino Filing Fee $22,500 Miscellaneous $3,000 (iv) Total expenses (sum of lines (i)-(iii) above): $490,605 (b) How were those expenses allocated? The aggregate amount of estimated total expenses pertaining to the Merger were allocated equally between The Latin America Equity Fund, Inc. and The Latin America Investment Fund, Inc. However, each Fund was responsible for its pro rata share of the financial advisory fees. (c) Who paid those expenses? The Latin America Equity Fund, Inc. and The Latin America Investment Fund, Inc. as described in Item 22(b). (d) How did the fund pay for unamortized expenses (if any)? NYSE fees have been written off. Insurance fees were reallocated to the The Latin America Investment Fund, Inc. 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [ ] Yes [X] No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: V. Conclusion of Fund Business 24. Is the fund a party to any litigation or administrative proceeding? [ ] Yes [X] No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [ ] Yes [X] No If Yes, describe the nature and extent of those activities: VI. Mergers Only 26. (a) State the name of the fund surviving the Merger: The Latin America Equity Fund, Inc. (formerly known as The Latin America Investment Fund, Inc.) (b) State the Investment Company Act file number of the fund surviving the Merger: 811-06094 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form N-14 type used and date the agreement was filed: 33-42752, Form N-14 8C/A, August 18, 2000. (d) If the merger or reorganization agreement had not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. VERIFICATION The undersigned states that (i) he or she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of The Latin America Equity Fund, Inc., (ii) he or she is the President of The Latin America Equity Fund, Inc., and (iii) all actions by shareholders, directors and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his or her knowledge, information and belief. (Signature) /s/ Richard Watt ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----