-----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, Obm+z7Z16lLXrMCL6JfyEnkRG+hS1lxQOK3KBGBo8vi9wGhnL993pgj+8oDbIYb9 V1PNZZzRkzmlKN2uYwCOQg== 0001047469-02-005891.txt : 20021206 0001047469-02-005891.hdr.sgml : 20021206 20021206082944 ACCESSION NUMBER: 0001047469-02-005891 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20021206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICA EQUITY FUND INC /MD CENTRAL INDEX KEY: 0000862599 IRS NUMBER: 133577304 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-42282 FILM NUMBER: 02850263 BUSINESS ADDRESS: STREET 1: C/O CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128753500 MAIL ADDRESS: STREET 1: CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICA INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICA EQUITY FUND INC /MD CENTRAL INDEX KEY: 0000862599 IRS NUMBER: 133577304 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: C/O CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128753500 MAIL ADDRESS: STREET 1: CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICA INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 SC TO-I 1 a2093941zscto-i.txt SC TO-I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE LATIN AMERICA EQUITY FUND, INC. (Name of Subject Company (issuer)) THE LATIN AMERICA EQUITY FUND, INC. (Names of Filing Persons (offerer and issuer)) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 51827Q106 (CUSIP Number of Class of Securities) Hal Liebes, Esq. Senior Vice President The Latin America Equity Fund, Inc. 466 Lexington Avenue 16th Floor New York, New York 10017 (212) 875-3500 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) ------------------------ With a copy to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 ------------------------ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION VALUATION $16,499,080(a) Amount of Filing Fee $3,300(b) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price to be paid for 1,312,576 shares in the offer, based upon a price per share of $12.57, which represents 95% of the net asset value per share at October 19, 2001. (b) Calculated as 1/50th of 1% of the Transaction Valuation. / / Check the box if any part of the fee is offset as provided by Rule O-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ____________________________________________________ Form or Registration No. ___________________________________________________ Filing Party: ______________________________________________________________ Date Filed: ________________________________________________________________ / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTORY STATEMENT This Tender Offer Statement on Schedule TO relates to an offer by The Latin America Equity Fund, Inc., a Maryland corporation (the "Fund"), to purchase for cash up to 1,312,576 of the Fund's issued and outstanding shares of Common Stock, par value $0.001 per share, upon the terms and subject to the conditions contained in the Offer to Purchase dated October 24, 2001 and the related form of Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") and are filed as exhibits to this Schedule TO. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to the items required to be disclosed in this Schedule TO. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase, dated October 24, 2001. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Text of press release issued by the Fund dated October 24, 2001. (a)(7) Text of letter to shareholders of the Fund dated October 24, 2001, from James P. McCaughan, Chairman of the Board of Directors and Chief Executive Officer. (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b)(1) Credit Agreement, dated as of June 23, 1999 (the "Credit Agreement"), among the Fund, other investment companies or portfolios thereof advised by Credit Suisse Asset Management, LLC, the banks party thereto from time to time, Deutsche Bank AG, New York Branch, as administrative agent, The Bank of Nova Scotia, as syndication agent, and State Street Bank and Trust Company, as operations agent.(1) (b)(2) First Amendment to the Credit Agreement, dated as of June 21, 2000.(2) (b)(3) Second Amendment to the Credit Agreement, dated as of June 20, 2001 (c)-(h) Not applicable. - ------------------------ (1) Filed as Exhibit 99.13.E to Pre-Effective Amendment No. 1 to The Latin America Investment Fund, Inc.'s Registration Statement on Form N-14, filed on August 18, 2000 (File No. 333-42752). (2) Filed as Exhibit 99.13.F to Pre-Effective Amendment No. 1 to The Latin America Investment Fund, Inc.'s Registration Statement on Form N-14, filed on August 18, 2000 (File No. 333-42752). ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE LATIN AMERICA EQUITY FUND, INC. By:/s/ HAL LIEBES -------------------------------------- Name: Hal Liebes Title: Senior Vice President Dated: October 24, 2001 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(1) Offer to Purchase, dated October 24, 2001. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Text of press release issued by the Fund dated October 24, 2001. (a)(7) Text of letter to shareholders of the Fund dated October 24, 2001, from James P. McCaughan, Chairman of the Board of Directors and Chief Executive Officer. (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b)(1) Credit Agreement, dated as of June 23, 1999 (the "Credit Agreement"), among the Fund, other investment companies or portfolios thereof advised by Credit Suisse Asset Management, LLC, the banks party thereto from time to time, Deutsche Bank AG, New York Branch, as administrative agent, The Bank of Nova Scotia, as syndication agent, and State Street Bank and Trust Company, as operations agent.(1) (b)(2) First Amendment to the Credit Agreement, dated as of June 21, 2000.(2) (b)(3) Second Amendment to the Credit Agreement, dated as of June 20, 2001 (c)-(h) Not applicable.
- ------------------------ (1) Filed as Exhibit 99.13.E to Pre-Effective Amendment No. 1 to The Latin America Investment Fund, Inc.'s Registration Statement on Form N-14, filed on August 18, 2000 (File No. 333-42752). (2) Filed as Exhibit 99.13.F to Pre-Effective Amendment No. 1 to The Latin America Investment Fund, Inc.'s Registration Statement on Form N-14, filed on August 18, 2000 (File No. 333-42752). 4 EX-99.(A)(1) 3 a2093941zex-99_a1.txt EXHIBIT 99.(A)(1) THE LATIN AMERICA EQUITY FUND, INC. - -------------------------------------------------------------------------------- OFFER TO PURCHASE FOR CASH UP TO 1,312,576 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF NET ASSET VALUE PER SHARE - -------------------------------------------------------------------------------- THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON NOVEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED. TO THE SHAREHOLDERS OF THE LATIN AMERICA EQUITY FUND, INC.: The Latin America Equity Fund, Inc., a non-diversified, closed-end management investment company incorporated in Maryland (the "Fund"), is offering to purchase up to 1,312,576 of its issued and outstanding shares of Common Stock, par value $0.001 per share (the "Shares"). The offer is for cash at a price equal to 95% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the Shares are traded (the "NYSE"), on the date the offer expires, and is upon the terms and subject to the conditions set forth in this Offer to Purchase and the related form of Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). The Offer will expire at 5:00 P.M. Eastern Time on November 21, 2001, unless extended. The Shares are traded on the NYSE under the symbol "LAQ". The NAV as of the close of the regular trading session of the NYSE on October 19, 2001 was $13.23 per Share. During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at www.cefsource.com, a website providing information for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Communication Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive BY FIRST CLASS MAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3025 100 William Street, Galleria New York, NY 10038
GEORGESON SHAREHOLDER COMMUNICATIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS
PAGE ----- SUMMARY TERM SHEET......................................... 1 1. Price; Number of Shares........................... 4 2. Background to the Offer........................... 4 3. Purpose of the Offer; Plans or Proposals of the Fund............................................. 4 4. Certain Conditions of the Offer................... 5 5. Procedures for Tendering Shares................... 6 6. Withdrawal Rights................................. 9 7. Payment for Shares................................ 10 8. Source and Amount of Funds........................ 10 9. Price Range of Shares; Dividends/Distributions.... 11 10. Selected Financial Information.................... 12 11. Interest of Directors, Executive Officers and Certain Related Persons.......................... 15 12. Certain Information about the Fund................ 15 13. Additional Information............................ 15 14. Certain United States Federal Income Tax Consequences..................................... 15 15. Amendments; Extension of Tender Period; Termination...................................... 17 16. Miscellaneous..................................... 17
SUMMARY TERM SHEET (Section references are to the Offer to Purchase) This Summary Term Sheet highlights certain information concerning this tender offer. To understand the offer fully and for a more complete discussion of the terms and conditions of the offer, you should read carefully the entire Offer to Purchase and the related form of Letter of Transmittal. WHAT IS THE TENDER OFFER? - The Latin America Equity Fund, Inc. is offering to purchase up to 1,312,576 of its shares of Common Stock for cash at a price per share equal to 95% of the per share net asset value as of the close of the regular trading session of the NYSE on November 21, 2001 (or, if the offer is extended, on the date to which the offer is extended) upon specified terms and subject to conditions as set forth in the tender offer documents. WHY IS THE FUND MAKING THIS TENDER OFFER? - In June 2000, the Board of Directors of the Fund, as a further enhancement to the actions previously announced by the Fund to enhance shareholder value, announced a self-tender program, whereby: (i) the Fund will make a tender offer to acquire at least 15% of its outstanding shares during each calendar year of the program; and (ii) the per share purchase price will be at least 95% of the Fund's net asset value per share. The tender offer is being made in furtherance of that self-tender program. WHEN WILL THE TENDER OFFER EXPIRE, AND MAY THE OFFER BE EXTENDED? - The tender offer will expire at 5:00 P.M. Eastern Time on November 21, 2001, unless extended. The Fund may extend the period of time the offer will be open by issuing a press release or making some other public announcement by no later than the next business day after the offer otherwise would have expired. See Section 15. WHAT IS THE NET ASSET VALUE PER FUND SHARE AS OF A RECENT DATE? - As of October 19, 2001, the net asset value per share was $13.23. See Section 9 of the Offer to Purchase for details. During the pendency of the tender offer, current net asset value quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at www.cefsource.com. WILL THE NET ASSET VALUE BE HIGHER OR LOWER ON THE DATE THAT THE PRICE TO BE PAID FOR TENDERED SHARES IS TO BE DETERMINED? - No one can accurately predict the net asset value at a future date. HOW DO I TENDER MY SHARES? - If your shares are registered in your name, you should obtain the tender offer materials, including this Offer to Purchase and the related form of Letter of Transmittal, read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by EquiServe Trust Company, N.A., the Depositary, in proper form before 5:00 P.M. Eastern Time on November 21, 2001 (unless the tender offer is extended by the Fund in which case the new deadline 1 will be as stated in the public announcement of the extension). If your shares are held by a broker, dealer, commercial bank, trust company or other nominee (E.G., in "street name"), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary. See Section 5. MAY I WITHDRAW MY SHARES AFTER I HAVE TENDERED THEM AND, IF SO, BY WHEN? - Yes, you may withdraw your tendered shares at any time prior to 5:00 P.M. Eastern Time on November 21, 2001 (or if the offer is extended, at any time prior to 5:00 P.M. Eastern Time on the new expiration date). Withdrawn shares may be re-tendered by following the tender procedures before the offer expires (including any extension period). In addition, if shares tendered have not by then been accepted for payment, you may withdraw your tendered shares at any time after December 20, 2001. See Section 6. HOW DO I WITHDRAW TENDERED SHARES? - A written notice of withdrawal of tendered shares must be timely received by EquiServe Trust Company, N.A., which specifies the name of the shareholder who tendered the shares, the number of shares being withdrawn (which must be all of the shares tendered) and, as regards share certificates which represent tendered shares that have been delivered or otherwise identified to EquiServe Trust Company, N.A., the name of the registered owner of such shares if different than the person who tendered the shares. See Section 6. MAY I PLACE ANY CONDITIONS ON MY TENDER OF SHARES? - No. WHAT IF MORE THAN 1,312,576 SHARES ARE TENDERED (AND NOT TIMELY WITHDRAWN)? - The Fund will purchase duly tendered shares from tendering shareholders pursuant to the terms and conditions of the tender offer on a pro rata basis (disregarding fractions) in accordance with the number of shares tendered by each shareholder (and not timely withdrawn), unless the Fund determines not to purchase any shares. The Fund's present intention, if the tender offer is oversubscribed, is not to purchase more than 1,312,576 shares. See Section 1. DOES THE FUND INTEND TO CONDUCT ANOTHER SELF-TENDER OFFER? - Pursuant to the terms of the self-tender program adopted by the Board of Directors of the Funs in June 2000: (i) the Fund will make a tender offer to acquire at least 15% of its outstanding shares during each calendar year of the program; and (ii) the per share purchase price will be at least 95% of the Fund's net asset value per share. The Board intends to continue its self-tender program indefinitely, subject to changes in economic or market conditions or other factors. See Section 3. DOES THE FUND HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? - Yes. To finance the purchase of any tendered shares, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through 2 cash on hand and the disposition of portfolio securities to purchase shares in the tender offer, it intends to finance a portion of the offer through temporary borrowing. See Section 8. IF SHARES I TENDER ARE ACCEPTED BY THE FUND, WHEN WILL PAYMENT BE MADE? - It is contemplated, subject to change, that payment for tendered shares, if accepted, will be made on or about November 28, 2001. See Section 7. IS MY SALE OF SHARES IN THE TENDER OFFER A TAXABLE TRANSACTION? - For most shareholders, yes. All U.S. shareholders (other than tax-exempt shareholders) who sell shares in the tender offer are expected to recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the shares sold and their adjusted basis in the shares. The sale date for tax purposes will be the date the Fund accepts shares for purchase. See Section 14 for details, including the nature of the income or loss and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax advisor as well. IS THE FUND REQUIRED TO COMPLETE THE TENDER OFFER AND PURCHASE ALL SHARES TENDERED UP TO THE NUMBER OF SHARES TENDERED FOR? - Yes, unless certain other conditions described in Section 4 are not satisfied. IS THERE ANY REASON SHARES TENDERED WOULD NOT BE ACCEPTED? - In addition to those circumstances described in Section 4 in which the Fund is not required to accept tendered shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form. Tenders will be rejected if they do not include original signature(s) or the original of any required signature guarantee(s). HOW WILL TENDERED SHARES BE ACCEPTED FOR PAYMENT? - Properly tendered shares, up to the number tendered for, will be accepted for payment by a determination of the Fund's Board of Directors followed by notice of acceptance to EquiServe Trust Company, N.A. which is thereafter to make payment as directed by the Fund with funds to be deposited with it by the Fund. See Section 7. WHAT ACTION NEED I TAKE IF I DECIDE NOT TO TENDER MY SHARES? - None. DOES MANAGEMENT ENCOURAGE SHAREHOLDERS TO PARTICIPATE IN THE TENDER OFFER, AND WILL THEY PARTICIPATE IN THE TENDER OFFER? - No. Neither the Fund, its Board of Directors nor the Fund's investment advisor is making any recommendation to tender or not to tender shares in the tender offer. No director or officer of the Fund intends to tender shares. See Section 11. HOW DO I OBTAIN INFORMATION? - Questions and requests for assistance should be directed to Credit Suisse Asset Management--Investor Relations by calling (800) 293-1232, or at www.cefsource.com. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer documents should be directed to Georgeson Shareholder Communications Inc., the Information Agent for the tender offer, toll free at (800) 498-2621. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate. 3 1. PRICE; NUMBER OF SHARES. Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment and purchase for cash up to 1,312,576 of its issued and outstanding Shares that are properly tendered prior to 5:00 P.M. Eastern Time on November 21, 2001 (and not withdrawn in accordance with Section 6). The Fund reserves the right to amend, extend or terminate the Offer. See Sections 4 and 15. The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. See Section 4. The later of November 21, 2001 or the latest date to which the Offer is extended is hereinafter called the "Expiration Date." The purchase price of the Shares will be 95% of their NAV per Share determined as of the close of the regular trading session of the NYSE on the Expiration Date. The Fund will not pay interest on the purchase price under any circumstances. The NAV as of the close of the regular trading session of the NYSE on October 19, 2001 was $13.23 per Share. During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at www.cefsource.com. The Offer is being made to all shareholders and is not conditioned upon shareholders tendering in the aggregate any minimum number of Shares. If more than 1,312,576 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 6), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering shareholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Shares duly tendered by or on behalf of each shareholder (and not so withdrawn). The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 1,312,576 Shares having been tendered. On October 19, 2001, there were 8,750,505 Shares issued and outstanding, and there were 657 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held Shares in nominee name on behalf of multiple beneficial owners. 2. BACKGROUND TO THE OFFER. The Fund's shares have generally traded at a discount to their net asset value per share since shortly after its commencement of operations. The Board of Directors of the Fund (the "Board") has, over the years, discussed the significance of the existence of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount. The Board has discussed and considered various alternative strategies to address the discount and otherwise enhance shareholder value, including instituting share repurchases, combining with other funds, converting to an open-end format, or liquidating. The Board has, however, consistently concluded that it was in the best interests of the Fund and its shareholders to maintain the current closed-end format, because, in the view of the Board and of CSAM, the closed-end format is the most appropriate investment vehicle for participating in the Latin American equities markets. In CSAM's view, many attractive equity investment opportunities in Latin America have been and continue to be found in the small-capitalization and less liquid sectors of those markets. The Board believes that the long-term performance of the Fund supports this view. 3. PURPOSE OF THE OFFER; PLANS OR PROPOSALS OF THE FUND. The tender offer is being made in furtherance of the self-tender program announced last June by the Fund, whereby: (i) the Fund will make a tender offer to acquire at least 15% of its outstanding shares during each calendar year of its program; and (ii) the per share purchase price will be at least 95% of the Fund's net asset value per share. In implementing the program, the Board considered the extent to which it should reserve flexibility with respect to the timing and the terms of specific tenders, subject to adherence to the overall quantity and price terms described above. The Board intends to continue its self-tender program indefinitely, subject to changes in economic or market conditions or other factors. For example, a sustained reduction in the market discounts at which the Fund's shares are trading, a risk of material adverse tax consequences, or a risk of the Fund becoming subject to de-listing may lead the Board to conclude in the future that it is appropriate to suspend its self-tender program. In addition, the self-tender program is likely to reduce the Fund's asset levels over time. Absent substantial appreciation 4 in the Fund's portfolio or opportunities to raise additional funds, this could lead to higher expense ratios, the absence of reasonable diversification or investment opportunities or other factors that adversely affect the Fund and possibly the continued viability of the Fund as a closed-end fund. The Board will reevaluate the program from time to time in light of its effect on the Fund. Except as set forth above, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund's operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund's present dividend rate or policy, or indebtedness or capitalization of the Fund; (d) any change in the composition of the Board or management of the Fund, including, but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer; (e) any other material change in the Fund's corporate structure or business, including any plans or proposals to make any changes in the Fund's investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended (the "1940 Act"); (f) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of the Fund's obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund. 4. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, the Fund will not purchase shares pursuant to the Offer if (a) the Fund would not be able to liquidate portfolio securities in an orderly manner and consistent with the Fund's investment objective and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is any (i) material legal action or proceeding instituted or threatened which challenges, in the Board's judgment, the Offer or otherwise materially adversely affects the Fund, (ii) suspension of or limitation on prices for trading securities generally on the NYSE or any foreign exchange on which portfolio securities of the Fund are traded, (iii) declaration of a banking moratorium by Federal, state or foreign authorities or any suspension of payment by banks in the United States, New York State or in a foreign country which is material to the Fund, (iv) limitation which affects the Fund or the issuers of its portfolio securities imposed by Federal, state or foreign authorities on the extension of credit by lending institutions or on the exchange of foreign currencies, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any foreign country that is material to the Fund, or (vi) other event or condition which, in the Board's judgment, would have a material adverse effect on the Fund or its shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the Board determines that effecting the transaction would constitute a breach of the directors' fiduciary duty owed the Fund or its shareholders. The Board may modify these conditions in light of experience. The foregoing conditions are for the Fund's sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 4 shall be final and binding. The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. See Section 15. 5 5. PROCEDURES FOR TENDERING SHARES. a. PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be received by the Depositary at the appropriate address set forth on the cover page of the Letter of Transmittal and must either cause certificates for tendered Shares to be received by the Depositary at such address or cause such Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before 5:00 P.M. Eastern Time on the Expiration Date, or (in lieu of the foregoing) such shareholder must comply with the guaranteed delivery procedures set forth below. Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to tender Shares in a partial tender offer for such person's own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the Fund within the period specified in the Offer, or (b) an equivalent security and, upon the acceptance of his or her tender, will acquire Shares by conversion, exchange or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation that the shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4. B. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required if (a) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company ("DTC") book-entry transfer facility whose name appears on DTC's security position listing as the owner of Shares) of the Shares tendered thereby, unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in the Letter of Transmittal or (b) the Shares tendered are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6 of the Letter of Transmittal. If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever. If any of the Shares tendered thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. 6 If any of the tendered Shares are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. If the Letter of Transmittal or any certificates for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted. If the Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted therewith, no endorsements of certificates or separate stock powers with respect to such Shares are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See Section 8. C. BOOK-ENTRY DELIVERY. The Depositary has established an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of tendered Shares by causing DTC to transfer such Shares into the Depositary's account at DTC in accordance with DTC's procedures for such transfers. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at DTC, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent's Message (as defined below) in connection with a book-entry transfer and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date at one of its addresses set forth on the inside front cover of this Offer to Purchase, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a "Book-Entry Confirmation") which states that (a) DTC has received an express acknowledgment from the DTC participant tendering the Shares that are the subject of the Book-Entry Confirmation, (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. D. GUARANTEED DELIVERY. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and 7 (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal. E. DETERMINATIONS OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer shall be final and binding. NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. 8 F. UNITED STATES FEDERAL INCOME TAX WITHHOLDING. To prevent the imposition of a U.S. federal backup withholding tax equal to 30.5% of the gross payments made pursuant to the Offer, prior to such payments each shareholder accepting the Offer who has not previously submitted to the Fund a correct, completed and signed Form W-9 (for U.S. Shareholders) or Form W-8BEN or Form W-8ECI (for Non-U.S. Shareholders), or otherwise established an exemption from such withholding, must submit the appropriate form to the Depositary. See Section 14. Under certain circumstances (see Section 14), the Depositary will withhold a tax equal to 30% of the gross payments payable to a Non-U.S. Shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. (Exemption from backup withholding tax does not exempt a Non-U.S. Shareholder from the 30% withholding tax.) For this purpose, a Non-U.S. Shareholder, is, in general, a shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation or a partnership (or other entity that is treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. The Depositary will determine a shareholder's status as a Non-U.S. Shareholder and the shareholder's eligibility for a reduced rate of, or an exemption from, withholding by reference to any outstanding certificates or statements concerning such eligibility, unless facts and circumstances indicate that such reliance is not warranted. A Non-U.S. Shareholder that has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid over-withholding. See Section 14. 6. WITHDRAWAL RIGHTS. At any time prior to 5:00 P.M. Eastern Time on November 21, 2001 (or if the offer is extended, at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date), and, if the Shares have not by then been accepted for payment by the Fund, at any time after December 20, 2001, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (the receipt of which may be confirmed by calling (781) 575-4816), and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of Shares made pursuant to the Offer will be irrevocable. 9 NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. 7. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the Offer) when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary, which will make payment to shareholders promptly as directed by the Fund. The Fund will not pay interest on the purchase price under any circumstances. Shares purchased in the Offer will be retired. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: (a) a Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person of such Shares will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to complete fully and sign either the Form W-8BEN, Form W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 30.5% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. See Section 14 regarding this tax as well as possible withholding at the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to tendering non-U.S. shareholders. 8. SOURCE AND AMOUNT OF FUNDS. The total cost to the Fund of purchasing 1,312,576 of its issued and outstanding Shares pursuant to the Offer would be $16,499,080 (based on a price per Share of $12.57, 95% of the NAV as of the close of the regular trading session of the NYSE on October 19, 2001). On October 19, 2001, the aggregate value of the Fund's net assets was $115,752,512. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by CSAM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it intends to finance a portion of the Offer through temporary borrowing. The Fund and other investment companies or portfolios thereof advised by CSAM are parties to a $200 million committed, unsecured line of credit (the "Facility") with a syndicate of banks for which Deutsche Bank AG, New York Branch acts 10 as the administrative agent, The Bank of Nova Scotia acts as syndication agent, BNP Paribas acts as documentation agent and State Street Bank and Trust Company acts as operations agent. The Facility is intended primarily to cover temporary or emergency needs of the Funds. Amounts drawn under the Facility bear interest at the overnight Federal Funds rate plus 50 basis points per annum. Any amounts drawn under the Facility will be repaid from the sale of the Fund's portfolio securities. The Fund may specify the term of the borrowing, up to 60 days, at the time the loan is drawn down. The amounts available to be drawn down by the Fund under the Facility will depend upon the level of borrowings by other funds that are parties to the Facility, and accordingly it is possible that the Fund may not be able to borrow under the Facility the amounts desired. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents. As of October 19, 2001, cash and cash equivalents constituted approximately 3.64% of the Fund's total assets. Under some market circumstances, it may be necessary for the Fund to raise cash by liquidating portfolio securities in a manner that could reduce the market value of such securities and, thus, reduce both the NAV of the Shares and the proceeds from the sale of such securities. Liquidating portfolio securities, if necessary, may also lead to the premature disposition of portfolio investments and additional transaction costs. Depending upon the timing of such sales, any such decline in NAV may adversely affect any tendering shareholders whose Shares are accepted for purchase by the Fund, as well as those shareholders who do not sell Shares pursuant to the Offer. Shareholders who retain their Shares may be subject to certain other effects of the Offer. See Section 14. 9. PRICE RANGE OF SHARES; DIVIDENDS/DISTRIBUTIONS. The following table sets forth, for the periods indicated, the high and low NAVs per Share and the high and low closing sale prices per Share as reported on the NYSE Composite Tape, and the amounts of cash dividends/distributions per Share paid during such periods.
NET ASSET VALUE* MARKET PRICE* -------------------- -------------------- DIVIDENDS/ HIGH LOW HIGH LOW DISTRIBUTIONS* --------- --------- --------- --------- --------- CALENDAR YEAR (ENDING DECEMBER 31) - ---------------------------------------- 1999 1st Quarter........................... $ 14.169 $ 11.259 $ 9.673 $ 6.608 -- 2nd Quarter........................... 16.817 14.169 13.079 9.605 -- 3rd Quarter........................... 16.174 14.507 11.580 9.605 -- 4th Quarter........................... 19.128 14.507 13.760 9.197 -- 2000 1st Quarter........................... 21.188 18.016 15.328 13.215 -- 2nd Quarter........................... 20.087 16.556 14.441 11.513 -- 3rd Quarter........................... 20.578 18.779 14.986 13.556 -- 4th Quarter........................... 18.975 15.350 12.875 12.058 $ 0.08 2001 1st Quarter........................... 18.540 15.070 14.875 12.050 -- 2nd Quarter........................... 17.470 14.920 13.820 11.720 -- 3rd Quarter........................... 17.020 12.220 13.450 9.650 $ 0.09 4th Quarter (through October 19, 2001)................................ 13.310 12.600 11.020 9.920 --
- ------------------------ * For periods prior to November 10, 2000 net asset value, market price and dividends/distributions shown have been restated to reflect a conversion factor of 0.9175 for shares issued in connection with the merger of The Latin America Investment Fund, Inc. and The Latin America Equity, Inc. 11 As of the close of business on October 19, 2001, the Fund's NAV was $13.23 per Share, and the high, low and closing prices per Share on the NYSE on that date were $10.82, $10.78 and $10.80, respectively. During the pendency of the Offer, daily NAV quotations can be obtained by contacting Credit Suisse Asset Management--Investor Relations at (800) 293-1232, or at www.cefsource.com. The tendering of Shares, unless and until shares tendered are accepted for payment and purchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund. The Fund expects to pay a dividend distribution for the fiscal year ending December 31, 2001. 10. SELECTED FINANCIAL INFORMATION. The following table is intended to help you understand the financial performance of the Fund. This information is derived from financial and accounting records of the Fund. This information, except for the information for the six months ended June 30, 2001, as noted in the table, has been audited by PricewaterhouseCoopers LLP, the Fund's independent auditors, whose reports, along with the Fund's financial statements, are incorporated herein by reference and included in the Fund's Annual Report to Shareholders. The Annual Reports may be obtained without charge, by writing to Georgeson Shareholder Communications Inc., 17 State Street, New York, New York 10004, or by calling (800) 403-7916. 12 - -------------------------------------------------------------------------------- THE LATIN AMERICA EQUITY FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The following table includes per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for the Fund's shares. - --------------------------------------------------------------------------------
For the Six Months Ended FOR THE YEARS ENDED DECEMBER 31, June 30, 2001 --------------------------------------------------------------- (Unaudited) 2000 1999 1998 1997 1996 1995 -------------- -------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period........... $16.60 $18.57 $10.96 $18.77 $18.41 $16.27 $19.53 -------- -------- -------- ------- -------- -------- -------- Net investment income.......................... 0.33 (0.11)+ 0.07+ 0.16 0.16 0.21 0.07 Net realized and unrealized gain/(loss) on investments and foreign currency related transactions................................. (0.06) (2.44) 7.07 (7.85)++ 2.01 2.00 (3.07) -------- -------- -------- ------- -------- -------- -------- Net increase/(decrease) in net assets resulting from operations.............................. 0.27 (2.55) 7.14 (7.69) 2.17 2.21 (3.00) -------- -------- -------- ------- -------- -------- -------- Dividends and distributions to shareholders: Net investment income........................ -- (0.08) -- (0.12) (0.17) (0.07) -- Net realized gain on investments and foreign currency related transactions.............. -- -- -- -- (1.64) -- (0.26) In excess of net realized gains.............. -- -- -- -- -- -- -- -------- -------- -------- ------- -------- -------- -------- Total dividends and distributions to shareholders................................. -- (0.08) -- (0.12) (1.81) (0.07) (0.26) -------- -------- -------- ------- -------- -------- -------- Anti-dilutive impact due to capital shares repurchased.................................. -- 0.66 0.47 -- -- -- -- Effect of reduction of accrued offering costs........................................ -- -- -- -- -- -- -- Dilutive impact due to capital share rights offering..................................... -- -- -- -- -- -- -- -------- -------- -------- ------- -------- -------- -------- Net asset value, end of period................. $16.87 $16.60 $18.57 $10.96 $18.77 $18.41 $16.27 ======== ======== ======== ======= ======== ======== ======== Market value, end of period.................... $ 13.30 $ 12.875 $ 13.760 $ 7.834 $ 14.918 $ 15.259 $ 14.033 ======== ======== ======== ======= ======== ======== ======== Total investment return (a) ................... 3.30% (5.87)% 75.65% (46.63)% 10.29% 9.18% (25.65)% ======== ======== ======== ======= ======== ======== ======== RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted)........ $147,644 $145,281 $123,262 $86,676 $148,130 $145,230 $128,377 Ratio of expenses to average net assets (b) ... 1.40%(c) 2.13% 2.14% 2.41% 1.89% 1.69% 2.04% Ratio of expenses to average net assets, excluding fee waivers........................ -- 2.19% 2.22% 2.60% 2.02% 1.80% 2.15% Ratio of expenses to average net assets, excluding taxes.............................. 1.30%(c) 2.03% 2.05% 1.77% 1.65% -- 1.81% Ratio of net investment income to average net assets....................................... 3.91%(c) (0.55)% 0.46% 1.12% 0.77% 1.16% 0.42% Portfolio turnover rate........................ 53.41% 125.83% 161.71% 142.35% 111.83% 43.22% 27.05% - ---------------------------------------------------------------------------------------------------------------------------------
Per share amounts prior to November 10, 2000 have been restated to reflect a conversion factor of 0.9175 for shares issued in connection with the merger of The Latin America Investment Fund, Inc. and The Latin America Equity Fund, Inc. * Commencement of investment operations. ** Initial public offering price of $16.35 per share less underwriting discount of $1.14 per share and offering expenses of $0.11 per share. + Based on average shares outstanding. ++ Includes a $0.01 per share decrease to the Fund's net asset value per share resulting from the dilutive impact of shares issued pursuant to the Fund's automatic dividend reinvestment program. (a) Total investment return at market value is based on the changes in market price of a share during the period and assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Fund's dividend reinvestment program. Total investment return does not reflect brokerage commissions or initial underwriting discounts and has not been annualized. (b) Ratios reflect actual expenses incurred by the fund. Amounts are net of fee waivers and inclusive of taxes. (c) Annualized.
- -------------------------------------------------------------------------------- 13 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
For the Period October 30, 1991* Fiscal Year Ended December 31, through ------------------------------------ December 31, 1994 1993 1992 1991 -------- -------- -------- ------------------ PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period.................... $ 24.52 $ 15.66 $ 16.83 $ 15.10** -------- -------- ------- -------- Net investment income................................... 0.01+ 0.12+ 0.23 0.07 Net realized and unrealized gain/(loss) on investments and foreign currency related transactions............. 1.05 9.54 0.47 1.74 -------- -------- ------- -------- Net increase/(decrease) in net assets resulting from operations............................................ 1.06 9.66 0.70 1.81 -------- -------- ------- -------- Dividends and distributions to shareholders: Net investment income................................. (0.18) -- (0.23) (0.07) Net realized gain on investments and foreign currency related transactions................................ (3.38) (0.82) (1.44) (0.01) In excess of net realized gains....................... -- -- (0.20) -- -------- -------- ------- -------- Total dividends and distributions to shareholders....... (3.56) (0.82) (1.87) (0.08) -------- -------- ------- -------- Anti-dilutive impact due to capital shares repurchased........................................... -- -- -- -- Effect of reduction of accrued offering costs........... -- 0.02 -- -- Dilutive impact due to capital share rights offering.... (2.49) -- -- -- -------- -------- ------- -------- Net asset value, end of period.......................... $19.53 $24.52 $15.66 $16.83 ======== ======== ======= ======== Market value, end of period............................. $ 19.210 $ 27.929 $15.259 $ 14.714 ======== ======== ======= ======== Total investment return (a) ............................ (17.78)% 89.35% 16.49% (2.73)% ======== ======== ======= ======== RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted)................. $153,128 $135,573 $86,359 $92,751 Ratio of expenses to average net assets (b) ............ 1.94% 2.00% 2.20% 2.35%(c) Ratio of expenses to average net assets, excluding fee waivers............................................... -- -- -- -- Ratio of expenses to average net assets, excluding taxes................................................. 1.70% -- -- -- Ratio of net investment income to average net assets.... 0.04% 0.63% 1.27% 2.46%(c) Portfolio turnover rate................................. 68.46% 49.48% 68.70% 11.58% - --------------------------------------------------------------------------------------------------------------------------
14 11. INTEREST OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN RELATED PERSONS. Information, as of particular dates, concerning the Fund's directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters is required to be disclosed in proxy statements distributed to the Fund's shareholders in proxy statements distributed to the Fund's shareholders and filed with the Securities and Exchange Commission (the "SEC"). Neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's directors or executive officers, has effected any transaction in Shares during the 60 days before the date hereof. Except as set forth in this Offer, neither the Fund, nor, to the best of the Fund's knowledge, any of the Fund's directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. Based upon information provided or available to the Fund, no director or officer of the Fund intends to tender Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of shares pursuant to the Offer from any such person. 12. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a Maryland corporation with its principal executive offices located at 466 Lexington Avenue, 16th Floor, New York, New York 10017 (telephone number (212) 875-3500). The Fund is a closed-end, non-diversified, management investment company organized as a Maryland corporation. As a closed-end investment company the Fund differs from an open-end investment company (I.E. , a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public. The Fund's investment objective is long-term capital appreciation through investments primarily in Latin American equity securities. The Fund has been managed since its inception by CSAM. CSAM is a registered investment adviser under the Investment Advisers Act of 1940 with offices located at 466 Lexington Avenue, 16th Floor, New York, New York 10017 (telephone number (212) 875-3500). CSAM, the institutional asset management and mutual fund arm of Credit Suisse Group, is a diversified asset manager, handling equity, fixed income, international and derivative based accounts in 14 countries. 13. ADDITIONAL INFORMATION. An Issuer Tender Offer Statement on Schedule TO (the "Schedule TO") including the exhibits thereto, filed with the SEC, provides certain additional information relating to the Offer, and may be inspected and copied at the prescribed rates at the SEC's public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 233 Broadway, New York, New York 10279 and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule TO and the exhibits may also be obtained by mail at the prescribed rates from the Public Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer based on current U.S. federal income tax law, including the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations and Internal Revenue Service rulings. Each shareholder should consult the his or her own tax advisor for a full understanding of the tax consequences of such a sale, including potential state, local and foreign taxation by jurisdictions of which the shareholder is a citizen, resident or domiciliary. U.S. SHAREHOLDERS. It is anticipated that shareholders (other than tax-exempt persons) who are citizens and/or residents of the U.S., corporations or partnerships (or certain other entities that are treated as corporations or partnerships for United States federal income tax purposes) created or organized in or under the laws of the U.S. or any State thereof or the District of Columbia, estates the income of which is subject to U.S. federal income taxation regardless of the source of such income, and 15 trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust ("U.S. Shareholders"), and who sell Shares pursuant to the Offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash they receive pursuant to the Offer and their adjusted tax basis in the Shares sold. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. This gain or loss will be capital gain or loss if the Shares sold are held by the tendering U.S. Shareholder at the time of sale as capital assets and will be treated as either long-term or short-term if the Shares have been held at that time for more than one year or for one year or less, respectively. Any such long- term capital gain realized by a non-corporate U.S. Shareholder will be taxed at a maximum rate of 20%. This U.S. federal income tax treatment, however, is based on the assumption that not all shareholders will tender their Shares pursuant to the Offer and that the continuing ownership interest in the Fund of each tendering shareholder (including shares constructively owned by such tendering shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the sale as a sale rather than a distribution for U.S. federal income tax purposes. It is therefore possible that the cash received for the Shares purchased by the Fund would be taxable as a distribution by the Fund, rather than as a gain from the sale of the Shares. In that event, the cash received by a U.S. Shareholder will be taxable as a dividend (I.E., as ordinary income) to the extent of the U.S. Shareholder's allocable share of the Fund's current or accumulated earnings and profits, with any excess of the cash received over the portion so taxable as a dividend constituting a non-taxable return of capital to the extent of the U.S. Shareholder's tax basis in the Shares sold and with any remaining excess of such cash being treated as either long-term or short-term capital gain from the sale of the Shares (if the Shares are held as capital assets) depending on how long they were held by the U.S. Shareholder. If cash received by a U.S. Shareholder is taxable as a dividend, the shareholder's tax basis in the purchased Shares will be added to the tax basis of the remaining Shares held by the shareholder. In addition, if a tender of Shares is treated as a distribution to a tendering shareholder, a constructive dividend under Section 305(c) of the Code may result to a non-tendering shareholder whose proportionate interest in the Fund has been increased by such tender. Under the "wash sale" rules under the Code, loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent the U.S. Shareholder acquires Shares within 30 days before or after the date the tendered Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss. The Depositary may be required to withhold 30.5% of the gross proceeds paid to a U.S. Shareholder or other payee pursuant to the Offer unless either: (a) the U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9 (or Substitute Form W-9), providing the U.S. Shareholder's employer identification number or social security number, as applicable, and certifying under penalties of perjury that: (a) such number is correct; (b) either (i) the U.S. Shareholder is exempt from backup withholding, (ii) the U.S. Shareholder has not been notified by the Internal Revenue Service that the U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (iii) the Internal Revenue Service has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup withholding; or (c) an exception applies under applicable law. A Substitute Form W-9 is included as part of the Letter of Transmittal for U.S. Shareholders. NON-U.S. SHAREHOLDERS. The U.S. federal income taxation of a Non-U.S. Shareholder (I.E., any shareholder that is not a U.S. Shareholder as defined above) on a sale of Shares pursuant to the Offer depends on whether such transaction is "effectively connected" with a trade or business carried on in the U.S. by the Non-U.S. Shareholder as well as the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund, as discussed above for U.S. Shareholders. If the sale of Shares pursuant to the Offer is not so effectively connected and if, as anticipated for most U.S. Shareholders, it gives rise to taxable gain or loss, any gain realized by a Non-U.S. Shareholder upon the tender of Shares pursuant to the Offer will not be subject to U.S. federal income tax or to any U.S. 16 witholding tax, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the cash received by a tendering Non-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend does not constitute effectively connected income. If the amount realized on the tender of Shares by a Non-U.S. Shareholder is effectively connected income, regardless of whether the tender is characterized as a sale or as giving rise to a distribution from the Fund for U.S. federal income tax purposes, the transaction will be treated and taxed in the same manner as if the Shares involved were tendered by a U.S. Shareholder. Non-U.S. Shareholders should provide the Depositary with a completed IRS Form W- 8BEN or Form W-8ECI in order to avoid 30.5% backup withholding on the cash they receive from the Fund regardless of how they are taxed with respect to their tendered Shares. Copies of Form W-8BEN and Form W-8ECI are provided with the Letter of Transmittal for Non-U.S. Shareholders. 15. AMENDMENTS; EXTENSION OF TENDER PERIOD; TERMINATION. The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. Without limiting the manner in which the Fund may choose to make a public announcement of such an amendment, extension or termination, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement, except as provided by applicable law (including Rule 14e-1(d) promulgated under the Exchange Act) and by the requirements of the NYSE (including the listing agreement with respect to the Shares). Except to the extent required by applicable law (including Rule 13e-4(f)(1) promulgated under the Exchange Act), the Fund will have no obligation to extend the Offer. In the event that the Fund is obligated to, or elects to, extend the Offer, the purchase price for each Share purchased pursuant to the Offer will be equal to 95% of the per Share NAV determined as of the close of the regular trading session of the NYSE on the Expiration Date as extended. No Shares will be accepted for payment until on or after the new Expiration Date. 16. MISCELLANEOUS. The Offer is not being made to, nor will the Fund accept tenders from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or "blue sky" laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of holders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund's behalf by one or more brokers or dealers licensed under the laws of such jurisdiction. THE LATIN AMERICA EQUITY FUND, INC. October 24, 2001 17 EX-99.(A)(2) 4 a2093941zex-99_a2.txt EXHIBIT 99.(A)(2) LETTER OF TRANSMITTAL TO ACCOMPANY SHARES OF COMMON STOCK, $0.001 PAR VALUE OF THE LATIN AMERICA EQUITY FUND, INC. (THE "FUND") TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 24, 2001 - ----------------------------------------------------------------------------- THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON NOVEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED - ----------------------------------------------------------------------------- THE DEPOSITARY: EQUISERVE TRUST COMPANY, N.A. DEPOSITARY ADDRESSES: BY FIRST CLASS MAIL: BY REGISTERED, CERTIFIED OR EXPRESS BY HAND: MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting Attn: Corporate Actions Attn: Corporate Actions Services, Inc. P.O. Box 43025 40 Campanelli Drive c/o Equiserve Trust Company, N.A. Providence, RI 02940-3025 Braintree, MA 02184 100 William Street, Galleria New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. - ------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - ------------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S): (PLEASE FILL IN, IF BLANK, EXACTLY THE NAME(S) IN WHICH SHARES ARE REGISTERED) SHARES TENDERED* (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY) - ------------------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES REPRESENTED BY NUMBER OF SHARES CERTIFICATE NUMBER(S)* CERTIFICATE(S) TENDERED** ------------------------------- ---------------------------- ---------------------- ------------------------------- ---------------------------- ---------------------- ------------------------------- ---------------------------- ---------------------- ------------------------------- ---------------------------- ---------------------- ------------------------------- ---------------------------- ---------------------- ------------------------------- ---------------------------- ---------------------- Total Shares Tendered - ------------------------------------------------------------------------------------------------------------------------------- * If the Shares tendered hereby are in certificate form, the certificates representing such Shares MUST be returned together with this Letter of Transmittal. ** Need not be completed for Book-Entry Shares. - -------------------------------------------------------------------------------------------------------------------------------
1 / / I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE LATIN AMERICA EQUITY, INC. AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3. THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN, IF ANY. CHECK THIS BOX / / IF THERE ARE ANY SUCH SHARES. / / THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY, SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED. This Letter of Transmittal is to be used (a) if you desire to effect the tender transaction yourself, (b) if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the Shares are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee, and (c) by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered owner or on behalf of a registered owner. To accept the Offer in accordance with its terms, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any certificates representing Shares tendered, any other documents required by this Letter of Transmittal must be mailed or delivered to the Depositary at the appropriate address set forth above and must be received by the Depositary prior to 5:00 P.M. Eastern Time on November 21, 2001, or such later time and date to which the Offer is extended, unless the tendering party has satisfied the conditions for guaranteed delivery described in Section 4(d) of the Offer to Purchase. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Depositary. The boxes below are to be checked by eligible institutions only. / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY ("DTC") AND COMPLETE THE FOLLOWING: Name of Tendering Institution: _____________________________________________ DTC Participant Number: ____________________________________________________ / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ___________________________________________ Window Ticket Number (if any): _____________________________________________ Date of Execution of Notice of Guaranteed Delivery: ________________________ Name of Eligible Institution Which Guaranteed Delivery: ____________________ DTC Participant Number (if delivered by book-entry transfer): ______________ 2 NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The person(s) signing this Letter of Transmittal (the "Signor") hereby tender(s) to The Latin America Equity Fund, Inc., a non-diversified, closed-end management investment company incorporated in Maryland (the "Fund"), the above-described shares of common stock, par value $0.001 per share (the "Shares"), of the Fund, for purchase by the Fund at a price (the "Purchase Price") equal to 95% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange on the Expiration Date (as defined below) in cash, under the terms and subject to the conditions set forth in the Offer to Purchase dated October 24, 2001, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which Offer to Purchase and Letter of Transmittal together with any amendments or supplements thereto collectively constitute the "Offer"). The later of November 21, 2001 or the latest date to which the Offer is extended is hereinafter called the "Expiration Date". Subject to, and effective upon, acceptance for payment of, or payment for, Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the Signor hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all of the Shares that are being tendered hereby that are purchased pursuant to the Offer and hereby irrevocably constitutes and appoints EquiServe Trust Company, N.A. (the "Depositary") as attorney-in- fact of the Signor with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) present certificate(s) for such Shares, if any, for cancellation and transfer on the Fund's books and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions set forth in the Offer. The Signor hereby represents and warrants that (a) the Signor, if a broker, dealer, commercial bank, trust company or other nominee, has obtained the tendering shareholder's instructions to tender pursuant to the terms and conditions of this Offer in accordance with the letter from the Fund to brokers, dealers, commercial banks, trust companies and other nominees; (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the Signor will execute and deliver any additional documents that the Depositary or the Fund deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the Signor has read and agrees to all of the terms and conditions of the Offer. The name(s) and address(es) of the registered owner(s) should be printed as on the registration of the Shares. If the Shares tendered hereby are in certificate form, the certificate(s) representing such Shares must be returned together with this Letter of Transmittal. The Signor recognizes that, under certain circumstances as set forth in the Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not be required to purchase any of the Shares tendered hereby. In any such event, the Signor understands that certificate(s) for the Shares not purchased, if any, will be returned to the Signor at its registered address unless otherwise indicated under the Special Delivery Instructions below. The Signor recognizes that the Fund has no obligation, pursuant to the Special Payment Instructions set forth below, to transfer any Shares from the name of the registered owner thereof if the Fund purchases none of such Shares. The Signor understands that acceptance of Shares by the Fund for payment will constitute a binding agreement between the Signor and the Fund upon the terms and subject to the conditions of the Offer. The check for the purchase price of the tendered Shares purchased will be issued to the order of the Signor and mailed to the address indicated, unless otherwise indicated below in the box titled Special Payment Instructions or the box titled Special Delivery Instructions. The Fund will not pay interest on the purchase price under any circumstances. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Signor and all obligations of the Signor hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Signor. Except as stated in the Offer, this tender is irrevocable. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or 3 return any Share certificates not accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price for any Shares purchased and/or return any Share certificates not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the Special Payment Instructions and the Special Delivery Instructions are completed, please issue the check for the purchase price and/or return any Share certificates not accepted for payment in the name of, and deliver such check and/or return any such Share certificates to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares tendered hereby. - ------------------------------------------------- ------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6, 7 and 8) (See Instructions 1, 6, 7 and 8) To be completed ONLY if any certificate for Shares To be completed ONLY if any certificate for Shares not purchased, and/or a check for the purchase not purchased, and/or a check for the purchase price of Shares accepted for payment, is to be price of Shares accepted for payment and issued in issued in the name of someone other than the the name of the registered owner(s), is to be sent undersigned. to someone other than the registered own- er(s) or to the registered owner(s) at an address other than that shown above. Issue: / / Check to: Mail: / / Check to: / / Certificate(s) to: / / Certificate(s) to: Name(s) Name(s) - ---------------------------------------------- ---------------------------------------------- (Please Print) (Please Print) Address(es): Address(es): - ---------------------------------------- ---------------------------------------- - -------------------------------------------------- -------------------------------------------------- (City, State, Zip Code) (City, State, Zip Code) - -------------------------------------------------- (Tax Identification or Social Security Number(s))
4 ---------------------------------------------------------------------- SHAREHOLDER(S) SIGN HERE (SEE INSTRUCTIONS 1 AND 6) (PLEASE SEE SUBSTITUTE FORM W-9) (PLEASE PRINT EXCEPT FOR SIGNATURE) (Signature(s) Exactly as Shares Are Registered) ------------------------------------------------------------ ------------------------------------------------------------ (SIGNATURES OF SHAREHOLDER(S)) Dated: , 2001 ----------------------------------------------- Must be signed by registered owner(s) exactly as Shares are registered. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 5. Signature guarantees are required in certain circumstances. See Instruction 1. By signing this Letter of Transmittal, you represent that you have read the entire Letter of Transmittal. Name(s) --------------------------------------------------- ------------------------------------------------------------ (PLEASE PRINT NAME(S) OF OWNER(S) EXACTLY AS SHARES ARE REGISTERED) (Tax Identification or Social Security Number(s)): _________________________ Daytime Telephone Number, including Area Code: ___________________________ GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) (PLEASE PRINT EXCEPT FOR SIGNATURE) Authorized Signature ------------------------------------------- Name ---------------------------------------------------------- Title ---------------------------------------------------------- Name of Firm ------------------------------------------------------------ Address ------------------------------------------------------------ (INCLUDE ZIP CODE) Telephone Number, including Area Code ___________________ Dated ______________________________________________________ , 2000
5 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby (including, for purposes of this document, any participant in the book-entry transfer facility of The Depository Trust Company ("DTC") whose name appears on DTC's security position listing as the owner of Shares), unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" included in this Letter of Transmittal, or (b) the Shares are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be used (a) if Shares are to be forwarded herewith, (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made by book-entry transfer to the account maintained by the Depositary pursuant to the procedure set forth in Section 4 of the Offer to Purchase. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shareholders have the responsibility to cause their Shares (in proper certificated or uncertificated form), this Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any other documents required by this Letter of Transmittal to be timely delivered in accordance with the Offer. The Fund will not accept any alternative, conditional or contingent tenders. All tendering shareholders, brokers, dealers, commercial banks, trust companies and other nominees, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their tender. 3. LOST CERTIFICATES. In the event that any shareholder is unable to deliver to the Depositary the Certificate(s) representing his, her or its Shares due to the loss or destruction of such Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the stockholder should also contact the Depositary, at (800) 730-6001, to report the lost securities. The Depositary will forward additional documentation which such stockholder must complete in order to effectively surrender such lost or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed Certificates, but surrenders hereunder regarding such lost certificates will be processed only after such documentation has been submitted to and approved by the Depositary. 4. INADEQUATE SPACE. If the space provided in any of the boxes to be completed is inadequate, the necessary information should be listed on a separate schedule signed by all of the required signatories and attached hereto. 5. PRORATION. If more than 1,312,576 Shares are duly tendered prior to the expiration of the Offer (and not timely withdrawn), the Fund will purchase Shares from tendering shareholders, in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions) in accordance with the number of Shares duly tendered by each shareholder during the period the Offer is open (and not timely withdrawn), unless the Fund determines not to purchase any Shares. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. 6. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever. (b) If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. (c) If any of the tendered Shares are registered in different names (including Shares attributed to the tendering shareholder for Federal income tax purposes under Section 318 of the Code) on several certificates, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. 6 (d) If this Letter of Transmittal or any certificate for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted. (e) If this Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). SIGNATURES ON SUCH CERTIFICATES OR STOCK POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. (f) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. SIGNATURES ON SUCH CERTIFICATES OR STOCK POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. 7. TRANSFER TAXES. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer, provided, however, that if (a) payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) unpurchased Shares are to be registered in the name(s) of, any person(s) other than the registered owner(s), or (b) if any tendered certificate(s) are registered, or the Shares tendered are otherwise held, in the name(s) of any person(s) other than the registered owner, the amount of any transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith. 8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for unpurchased Shares and/or check(s) are to be issued in the name of a person other than the registered owner(s) or if such certificate(s) and/or check(s) are to be sent to someone other than the registered owner(s) or to the registered owner(s) at a different address, the captioned boxes "Special Payment Instructions" and/or "Special Delivery Instructions" in this Letter of Transmittal must be completed. 9. DETERMINATIONS OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase or pay for, any Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. 10. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Depositary at the mailing address provided above or by telephoning (800) 730-6001. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to Georgeson Shareholder Communications Inc., the Information Agent, by telephoning (800) 498-2621. Shareholders who do not own Shares directly may also obtain such information and copies from their broker, dealer, commercial bank, trust company or other nominee. shareholders who do not own Shares directly are required to tender their Shares through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit this Letter of Transmittal to the Depositary. 11. RESTRICTION ON SHORT SALES. Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14e-4 promulgated thereunder, make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person's own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a "net long position" equal to or greater than the amount tendered in (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the Offer, or (b) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. 7 The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation that the shareholder has a "net long position" in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4. 12. BACKUP WITHHOLDING TAX. Under the U.S. federal income tax laws, the Depositary may be required to withhold 30.5% of the amount of any payment made to certain holders pursuant to the Offer. In order to avoid such backup withholding tax, each tendering U.S. shareholder who has not already submitted a correct, completed and signed Form W-9 or Substitute Form W-9 to the Fund should provide the Depositary with the shareholder's correct taxpayer identification number ("TIN") by completing a Substitute Form W-9, a copy of which is included in this Letter of Transmittal. In general, if a U.S. shareholder is an individual, the TIN is the individual's Social Security number. If the Depositary is not provided with the correct TIN, the U.S. shareholder may be subject to a penalty imposed by the Internal Revenue Service. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked and payment of the purchase price of Shares is made within 60 days of the receipt by the Depositary of the Substitute Form W-9, the Depositary is not required to withhold any backup withholding tax from the payment. Certain U.S. shareholders (including, among others, all U.S. corporations) are not subject to these backup withholding and reporting requirements, but should nonetheless complete a Substitute Form W-9 to avoid the possible erroneous imposition of a backup withholding tax. In order for a Non-U.S. shareholder to avoid the 30.5% backup withholding tax, the Non-U.S. shareholder must submit a statement to the Depositary signed under penalties of perjury attesting as to its Non-U.S. status. Copies of Form W-8BEN and Form W-8ECI and instructions for completing those forms are enclosed for such shareholders. Backup withholding tax is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding tax will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, the shareholder may claim a refund from the Internal Revenue Service. All shareholders are urged to consult their own tax advisors as to the specific tax consequences to them of the Offer. The tax information set forth above is included for general information only and may not be applicable to the situations of certain taxpayers. IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER. - ----------------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A., DEPOSITARY - ----------------------------------------------------------------------------------------------------------------------------------- Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT Social Security Number SUBSTITUTE AND CERTIFY BY SIGNING AND DATING BELOW or FORM W-9 Employer Identification Number -------------------------- ------------------------------------------------------------------------------------------------- Department of the Treasury Name: ------------------------------------------------------------------------------------------- Internal Revenue Service (Please Print) Address: --------------------------------------------------------------------------------------- (Include Zip Code) CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE (I) I AM EXEMPT FROM BACKUP WITHHOLDING, (II) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICES (THE "IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF UNDERREPORTING INTEREST OR DIVIDENDS, OR (III) THE IRS HAS NOTIFIED ME THAT IA M NO LONGER SUBJECT TO BACKUP WITHHOLDING. (YOU MUST CROSS OUT ITEM (2) IN THE IMMEDIATELY PRECEDING SENTENCE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR RETURN. PAYER'S REQUEST SIGNATURE --------------------------------- DATE ------------- Part 2 -- Awaiting TIN / / Please see below. - -----------------------------------------------------------------------------------------------------------------------------------
8 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATION I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me, and that I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payer within 60 days, the Depositary is required to withhold 30.5% of all payments due to me pursuant to the Offer. ------------------------------------------------ ------------------------------------------ SIGNATURE DATE - --------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30.5% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. 9 EX-99.(A)(3) 5 a2093941zex-99_a3.txt EXHIBIT 99.(A)(3) NOTICE OF GUARANTEED DELIVERY REGARDING THE OFFER BY THE LATIN AMERICA EQUITY FUND, INC. TO PURCHASE FOR CASH 1,312,576 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF THE NET ASSET VALUE PER SHARE This form must be used to accept the Offer (as defined below) if a shareholder's certificates for Shares are not immediately available or if time will not permit the Letter of Transmittal and other required documents to reach the Depositary on or before the Expiration Date. Each term used in this form that is not otherwise defined herein shall have the meaning specified in the Offer to Purchase dated October 24, 2001. This form may be delivered by hand, overnight courier or mail to the Depositary at the appropriate address set forth below and must bear original signatures (not photocopies or facsimiles). Tenders using this form may be made only by or through an Eligible Institution as defined in Section 4(b) of the Offer to Purchase. The Depositary: Equiserve Trust Company, N.A. Depositary Addresses: By First Class Mail: By Registered, By Hand: Certified or Express Mail or Overnight Courier: EquiServe Trust EquiServe Trust Securities Transfer & Company, N.A. Company, N.A. Reporting Services, Inc. Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust P.O. Box 43025 40 Campanelli Drive Company, N.A. Providence, RI 02940-3025 Braintree, MA 02184 100 William Street, Galleria New York, NY 10038
DEPOSITARY FACSIMILE NUMBER: (781) 575-4286 DEPOSITARY TELEPHONE NUMBER TO CONFIRM RECEIPT OF NOTICES ONLY: (781) 575-4816 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY. Ladies and Gentlemen: The undersigned hereby tenders to The Latin America Equity Fund, Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase dated October 24, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"), receipt of which are hereby acknowledged, (i) the number of Shares specified below pursuant to the guaranteed delivery procedures set forth in Section 4(d) of the Offer to Purchase and (ii) all Shares held in the name(s) of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan. (Please Print Except for Signature(s)) Number of Shares Tendered: Certificate Nos. (if available): Name(s) of Record Holder(s): - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- If Shares will be tendered by book-entry transfer to The Depository Trust Company, please check box: / / DTC Participant Number: -------------------------------------------- ------------------------------------ Telephone Number, including Area Code: ------------------------------- -------------------------------------------- Dated: ------------, 2001 Signature(s) Individual(s): Entity: - -------------------------------------------- -------------------------------------------- - -------------------------------------------- -------------------------------------------- Name of Firm: -------------------------------------------- Authorized Signature: -------------------------------------------- Name: -------------------------------------------- Title: --------------------------------------------
GUARANTEE The undersigned, an Eligible Institution as defined in Section 4(b) of the Offer to Purchase, hereby, with respect to the Shares tendered hereby pursuant to the guaranteed delivery procedures set forth in Section 4(d) of the Offer to Purchase: (a) represents that the person(s) named on the previous page "own(s)" such Shares within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; (b) represents that the tender of such Shares complies with Rule 14e-4; and (c) guarantees to deliver to the Depositary certificates representing such Shares, in proper form for transfer (or to tender Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company if so specified on the foregoing page), together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees and any other required documents prior to 5:00 P.M. Eastern Time on the third New York Stock Exchange trading day after the date of execution of this Guarantee. (Please Print Except for Signature) Name of Firm: ------------------------------------------------------------------- Authorized Signature: ------------------------------------------------------------------- Name: ------------------------------------------------------------------- Title: ------------------------------------------------------------------- Address: ------------------------------------------------------------------- (Include Zip Code) ------------------------------------------------------------------- Telephone Number, including Area Code Dated: - --------, 2001 EX-99.(A)(4) 6 a2093941zex-99_a4.txt EXHIBIT 99.(A)(4) FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES REGARDING THE OFFER BY THE LATIN AMERICA EQUITY FUND, INC. TO PURCHASE FOR CASH 1,312,576 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF THE NET ASSET VALUE PER SHARE TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES: Pursuant to your request, we are enclosing the material listed below relating to the offer by The Latin America Equity Fund, Inc. (the "Fund") to purchase 1,312,576 of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), for cash at a price equal to 95% of their net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on November 21, 2001 upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 24, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON NOVEMBER 21, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is extended beyond November 21, 2001, the purchase price for Shares will be 95% of their NAV determined as of the close of the regular trading session of the NYSE on the new Expiration Date, as extended. The following documents are enclosed: 1. Offer to Purchase dated October 24, 2001; 2. Letter of Transmittal to be used to tender all Shares; 3. Notice of Guaranteed Delivery; and 4. Form of Letter to Clients, which may be sent upon request for information by your clients for whose account you hold shares registered in your name (or in the name of your nominee). No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 7 of the Letter of Transmittal. Backup withholding tax at a 30.5% rate may be required unless an exemption is proved or unless the required taxpayer identification information is or has previously been provided to the Fund or the Depositary. Certain withholdings may also apply with respect to payments to non-U.S. shareholders. See Instruction 12 of the Letter of Transmittal. The Offer is not being made to (nor will tenders be accepted from or on behalf of) shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Additional copies of the enclosed material may be obtained from Georgeson Shareholder Communications Inc., the Information Agent, in the manner indicated in the Offer to Purchase. Any questions you have with respect to the Offer should also be directed to the Information Agent. Very truly yours, The Latin America Equity Fund, Inc. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF EITHER THE FUND OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS WITH RESPECT TO THE OFFER, OTHER THAN THE STATEMENTS SPECIFICALLY SET FORTH IN THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, OR TO DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE OFFER OTHER THAN AS SPECIFICALLY AUTHORIZED HEREIN. EX-99.(A)(5) 7 a2093941zex-99_a5.txt EXHIBIT 99.(A)(5) FORM OF LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES REGARDING THE OFFER BY THE LATIN AMERICA EQUITY FUND, INC. TO PURCHASE FOR CASH 1,312,576 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF NET ASSET VALUE PER SHARE To Our Clients: Pursuant to your request, enclosed for your consideration are the Offer to Purchase dated October 24, 2001 of The Latin America Equity Fund, Inc. (the "Fund") and the related Letter of Transmittal pursuant to which the Fund is offering to purchase 1,312,576 shares of its issued and outstanding common stock, par value $0.001 per share (the "Shares"), for cash at a price equal to 95% of their net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on November 21, 2001, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 24, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON NOVEMBER 21, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is extended beyond November 21, 2001, the purchase price for Shares will be 95% of their NAV determined as of the close of the regular trading session of the NYSE on the new Expiration Date, as extended. The Offer to Purchase and the Letter of Transmittal are being forwarded to you as the beneficial owner of Shares held by us for your account but not registered in your name. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account. A tender of such Shares can be made only by us as the holder of record and only pursuant to your instructions. Your attention is called to the following: 1. Unless extended, the Offer and withdrawal rights expire at 5:00 P.M. Eastern Time on November 21, 2001. 2. The Offer is subject to certain conditions set forth in the Offer to Purchase. Under certain circumstances, the Fund will not be required to accept for payment, purchase or pay for any Shares tendered, and the Fund may also amend, extend or terminate the Offer. 3. If more than 1,312,576 Shares are duly tendered (and not timely withdrawn), the Fund will purchase Shares from tendering shareholders, in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions) in accordance with the number of Shares duly tendered by each shareholder during the period the Offer is open and not timely withdrawn), unless the Fund determines not to purchase any Shares. IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE SIDE HEREOF. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON NOVEMBER 21, 2001, UNLESS EXTENDED. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the Offer or its acceptance would violate the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Very truly yours, The Latin America Equity Fund, Inc. INSTRUCTIONS REGARDING THE OFFER BY THE LATIN AMERICA EQUITY FUND, INC. TO PURCHASE FOR CASH 1,312,576 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF THE NET ASSET VALUE PER SHARE THIS FORM IS NOT TO BE USED TO TENDER SHARES DIRECTLY TO THE DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF THAT FIRM IS THE HOLDER OF RECORD OF YOUR SHARES AND WILL BE EFFECTING THE TENDER ON YOUR BEHALF. DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO TENDER YOUR SHARES. The undersigned acknowledge(s) receipt of your letter and the accompanying Offer to Purchase dated October 24, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer") in connection with the Offer by The Latin America Equity Fund, Inc. (the "Fund") to purchase 1,312,576 shares of its issued and outstanding common stock, par value $0.001 per share (the "Shares"), at 95% of the net asset value per Share as of the close of the regular trading session of the New York Stock Exchange on the Expiration Date (as defined in the Offer to Purchase), on the terms and subject to the conditions of the Offer. The undersigned hereby instructs you to tender to the Fund all Shares that are held by you for the account of the undersigned, including all uncertificated Shares that may be held for the account of the undersigned by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan, upon the terms and subject to the conditions of the Offer. The undersigned hereby represents and warrants that: (i) the undersigned has a "net long position" in all Shares being tendered pursuant to the offer within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended; and (ii) the tender of such Shares complies with Rule 14e-4. - -------------------------------------------------------------------------------- (Please Print Except for Signature(s)): - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Name(s) and Tax Identification or Social Security Number(s) of Beneficial Owner(s): - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- Telephone Number(s) including Area Code(s): - -------------------------------------------------------------------------------- (Signature of beneficial owner) - -------------------------------------------------------------------------------- (Signature of additional beneficial owner, if any) 2 EX-99.(A)(6) 8 a2093941zex-99_a6.txt EXHIBIT 99.(A)(6) THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. (NYSE: ETF) THE LATIN AMERICA EQUITY FUND, INC. (NYSE: LAQ) OCTOBER 24, 2001 FOR IMMEDIATE RELEASE - --------------------- Contact: Investor Relations Credit Suisse Asset Management, LLC 1-800-293-1232 NYSE-LISTED CLOSED-END EQUITY FUNDS MANAGED BY CREDIT SUISSE ASSET MANAGEMENT COMMENCE TENDER OFFERS New York, October 24, 2001 -- The Emerging Markets Telecommunications Fund, Inc. (NYSE: ETF) and The Latin America Equity Fund, Inc. (NYSE: LAQ) each commenced today a tender offer to acquire up to fifteen percent (15%) of its outstanding shares of common stock at a per share cash purchase price equal to ninety-five percent (95%) of net asset value per share as of November 21, 2001, the day the offers expire. In the event that shares tendered exceed 15% of the shares outstanding, the amount of shares tendered will be pro-rated in accordance with the number of shares tendered by each shareholder. The tender offers will be accretive to the net asset value of each fund. The tender offers by ETF and LAQ are being made in furtherance of the self-tender programs announced in June 2000 by the funds, whereby: (i) each fund will make a tender offer to acquire at least 15% of its outstanding shares during each calendar year of its program; and (ii) the per share purchase price will be at least 95% of the fund's net asset value per share. Credit Suisse Asset Management, LLC ("CSAM"), the institutional asset management and mutual fund arm of Credit Suisse Group, is a diversified asset manager, handling equity, fixed income, international and derivative based accounts through its offices in 14 countries. This announcement is not an offer to purchase or the solicitation of an offer to sell shares of either fund. The tender offers will be made only by the Offer to Purchase and the related Letter of Transmittal. Shareholders should read these documents carefully when they are available to investors for free both at the Web site of the Securities and Exchange Commission (www.sec.gov) and of each participating fund (www.cefsource.com). Neither the offer to purchase shares will be made to, nor will tenders pursuant to the Offer to Purchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the offer to purchase would violate that jurisdiction's laws. EX-99.(A)(7) 9 a2093941zex-99_a7.txt EXHIBIT 99.(A)(7) THE LATIN AMERICA EQUITY FUND, INC. 466 LEXINGTON AVENUE 16TH FLOOR NEW YORK, NEW YORK 10017 OCTOBER 24, 2001 DEAR SHAREHOLDER: The Latin America Equity Fund, Inc. (the "Fund") is offering to purchase 1,312,576 of its issued and outstanding shares of common stock at a price equal to 95% of the net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on the date the offer expires (the "Offer"). The Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, instructions on how to tender shares are provided in the enclosed materials. I encourage you to read these materials carefully before making any decision with respect to the Offer. Neither the Fund nor its Board of Directors makes any recommendation to any shareholder whether to tender any or all shares. Please note that the Offer is scheduled to expire at 5:00 P.M. Eastern Time on November 21, 2001, unless extended by the Fund. Questions regarding the Offer should be directed to Georgeson Shareholder Communications Inc., the Information Agent, at (800) 498-2621. Sincerely, /s/ James P. McCaughan James P. McCaughan Chairman of the Board of Directors EX-99.(A)(8) 10 a2093941zex-99_a8.txt EXHIBIT 99.(A)(8) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL broker transactions and interest and dividend payments include the following: - - A corporation. - - A financial institution. - - An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan or a custodial account under Section 403(b)(7). - - The United States or any agency or instrumentality thereof. - - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - - An international organization or any agency, or instrumentality thereof. - - A dealer in securities or commodities required to register in the U.S. or a possession of the U.S. - - A real estate investment trust. - - A common trust fund operated by a bank under section 584(a) of the Code. - - An entity registered at all times under the Investment Company Act of 1940. - - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding including the following: - - Payments to nonresident aliens subject to withholding under section 1441. - - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one non-resident alien partner. - - Payments of patronage dividends not paid in money. - - Payments made by certain foreign organizations. - - Payments made to a nominee. Payments made to a nominee. Payments of interests not generally subject to backup withholding include the following: - - Payments of interest on obligations issued by individuals. - - Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code). - - Payments described in Code section 6049(b)(5) of nonresident aliens. - - Payments on tax-free covenant bonds under section 1451 of the Code. - - Payments made by certain foreign organizations. - - Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30.5% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and no to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER NAME AND IDENTIFICATION NUMBER TO GIVE THE PAYOR. -- The taxpayer identification number for an individual is the individual's social security number. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. The taxpayer identification number for an entity is the entity's employer identification number. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The Table below will help determine the number to give the payor. - ------------------------------------------------------- GIVE THE NAME AND TAXPAYER IDENTIFICATION NUMBER OF -- FOR THIS TYPE OF ACCOUNT: - ------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals The actual owner (joint account) of the account or, if combined funds, any one of the individuals(1) 3. Husband and wife The actual owners (joint account) of the account or, if joint funds, either person(1) 4. Custodian account of The minor(2) a minor (Uniform Gift to Minors Act) 5. Adult and minor The adult or, if (joint account) the minor is the only contributor, the minor(1) 6. Account in the name of The ward, minor, guardian or committee or incompetent for a designated ward, person(3) minor, or incompetent person 7. a. The usual revocable The grantor- savings trust account trustee(1) (grantor is also trustee) b. So-called trust account that The actual is not a legal or valid owner(1) trust under State law - ------------------------------------------------------- GIVE THE NAME AND TAXPAYER IDENTIFICATION NUMBER OF -- FOR THIS TYPE OF ACCOUNT: - ------------------------------------------------------- 8. Sole proprietorship The owner(4) account 9. A valid trust, estate, The legal entity or pension trust (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Association, club, The organization religious, charitable, educational or other tax-exempt organization account 12. Partnership account The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the The public entity Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments
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(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. EX-99.(B)(3) 11 a2093941zex-99_b3.txt EXHIBIT 99.(B)(3) Exhibit (b)(3) SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this "SECOND AMENDMENT") is entered into as of this 20TH day of June, 2001, by and among each investment management company identified on the signature pages hereof, on behalf of itself or its respective investment portfolios identified thereon, severally and not jointly (collectively, the "BORROWERS", and each individually a "BORROWER"); each Bank identified on the signature pages hereof (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS", each individually a "BANK"); Deutsche Bank AG, New York Branch, not individually but in its separate capacities as administrative agent for the Banks (in such capacity, the "ADMINISTRATIVE AGENT") and documentation agent for the Banks (in such capacity, the "DOCUMENTATION AGENT"); BNP Paribas, not individually but in its separate capacity as syndication agent for the Banks (in such capacity, the "SYNDICATION AGENT"); and State Street Bank and Trust Company, not individually but in its separate capacity as operations agent for the Banks (in such capacity, the "OPERATIONS AGENT", and, together with the Administrative Agent, the Syndication Agent and the Documentation Agent, the "AGENTS"). Unless otherwise indicated or unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in that certain Credit Agreement, dated as of June 23, 1999, as amended by a First Amendment thereto dated as of June 21, 2000 (as so amended, the "CREDIT AGREEMENT"), by and among certain of the Borrowers (the "ORIGINAL BORROWERS"), certain of the Banks (the "ORIGINAL BANKS") and the Agents. RECITALS WHEREAS, the Original Borrowers, the Original Banks and the Agents previously executed the Credit Agreement; WHEREAS, certain of the Original Borrowers terminated their participation in the Credit Agreement and are no longer borrowers thereunder; WHEREAS, the remaining Original Borrowers (collectively, the "EXISTING BORROWERS", and each individually an "EXISTING BORROWER"), the Banks and the Agents wish to amend the Credit Agreement to decrease the Maximum Committed Credit Amount by One Hundred Fifty Million Dollars ($150,000,000) to Two Hundred Million Dollars ($200,000,000), and to eliminate The Bank of Nova Scotia and Credit Lyonnais New York Branch as banks party thereto; WHEREAS, the Existing Borrowers desire to renew the credit facilities made available to them under the Credit Agreement for an additional term of 364 days; and WHEREAS, the Banks and the Agents are willing to renew the credit facilities made available thereby upon the terms and subject to the conditions set forth herein; WEHREAS, the Existing Borrowers, the Banks and the Agents desire to further amend the Credit Agreement to add Credit Suisse Warburg Pincus Blue Chip Fund, Credit Suisse Warburg Pincus Small Company Value Fund, and Credit Suisse Warburg Pincus Value Fund, each being a Portfolio of Credit Suisse Warburg Pincus Capital Funds, a Massachusetts business trust, Credit Suisse Warburg Pincus High Income Fund and Credit Suisse Warburg Pincus International Equity II Fund, each being a Portfolio of Credit Suisse Warbug Pincus Opportunity Funds, a Delaware business trust, Credit Suisse Warburg Pincus Technology Fund, being a Portfolio of Credit Suisse Warburg Pincus Select Funds, a Delaware business trust, Credit Suisse Warburg Pincus Aggressive Growth Fund, Inc., a Maryland corporation, Credit Suisse Warburg Pincus Global Financial Services Fund, Inc., a Maryland corporation, and Credit Suisse Warburg Pincus Global New Technologies Fund, Inc., a Maryland corporation (collectively, the "ADDITIONAL BORROWERS" and individually, an "ADDITIONAL BORROWER"), as parties thereto; WHEREAS, the parties hereto desire to make certain other changes to the Credit Agreement; NOW, THEREFORE, in furtherance of the foregoing, and in consideration of mutual promises and other good and valuable consideration each to the other given, the receipt of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO CREDIT AGREEMENT (a) Section 1.01 of the Credit Agreement is hereby amended by: (i) deleting the seventh through tenth lines of the definition of "Indebtedness"; and (ii) substituting in lieu thereof the following: "...owned or acquired subject thereto; (iii) all liabilities with respect to which assets of the Person have been segregated, whether or not the liability secured thereby shall have been assumed, including, without limitation, any cash or securities held or otherwise pledged as collateral in connection with any short sales transactions, the amount of such Indebtedness to be the greater of the liability secured thereby or the aggregate value of the assets so segregated or otherwise held or pledged as collateral therefor; and (iv) all guaranties, endorsements and other contingent..." (b) Section 1.01 of the Credit Agreement is hereby further amended by: (i) deleting the definitions of "FEDERAL FUNDS EFFECTIVE RATE", "MAXIMUM COMMITTED CREDIT AMOUNT", "MAXIMUM CREDIT AMOUNT" and "SWING LINE AMOUNT" in their entirety; and (ii) substituting in lieu thereof the following: ""FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant time of reference thereto, the rate that appears in Bloomberg, page BTMM, as the "Federal Funds Offered Rate", as quoted by Garvin Guy Butler as of 12:00 noon (New York time), or, if unavailable, by any other federal funds broker of recognized standing as determined by the Operations Agent. ""MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum amount of the Banks' commitments to make Committed Credit Loans to the Borrowers hereunder. 2 which in the first instance shall be $200,000,000, as the same may be reduced from time to time pursuant to Section 2.02 hereof. "MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of credit available to the Borrowers hereunder, which in the first instance shall be $200,000,000, as the same may be reduced from time to time pursuant to Section 2.02 hereof. "SWING LINE AMOUNT" shall mean the maximum amount of Swing Line Loans made or to be made by the Swing line Lender to the Borrowers hereunder, which shall be $55,000,000." (c) Section 1.01 of the Credit Agreement is still further amended by inserting the following defined term in proper alphabetical order: "COMMITMENT FEE" shall have the meaning specified in Section 5.01(a) hereof (d) Section 1.01 of the Credit Agreement is still further amended by deleting the definitions of "ALLOCATION FEE", "CLOSED-END FUND", "DOMESTIC FUND", "FACILITY FEE", "INTERNATIONAL FUND", "PFPC TRUST", and "RESTRICTED FUND" in their entirety. (e) Section 5.01(a) of the Credit Agreement is hereby amended by: (i) deleting said Section 5.01(a) in its entirety; and (ii) substituting in lieu thereof the following: "(a) The Borrowers shall pay to the Operations Agent for the ratable benefit of the Banks, and in accordance with the Specified Percentages, a commitment fee (the "COMMITMENT FEE") for the period commencing June 20, 2001 to and including the termination of the Commitments hereunder equal to ten (10) basis points (1/10 of 1%) per annum of the average daily unused portion of the Commitments without reduction for outstanding Swing Line Loans. The Commitment Fee shall be payable quarterly in arrears on the fifteenth Banking Day of each April, July, October and January of each year for the calendar quarter ending as of the last day of the immediately preceding month, commencing on July 15, 2001, and, in connection with the partial reduction of the Maximum Committed Credit Amount in accordance with Section 2.02(a) hereof, on the date of such reduction, and on the date of any termination of any of the Commitments. With respect to each quarterly payment, the Commitment Fee shall be computed on the basis of the average daily unused portion of the Commitments during such quarter or shorter period without reduction for Swing Line Loans outstanding during such period." (f) Section 5.01 of the Credit Agreement is further amended by: (i) deleting all references to "Facility Fee" and "Facility Fees" contained therein (including in the heading thereof); and (ii) substituting in lieu thereof "Commitment Fee" and "Commitment Fees", as appropriate. (g) Article V of the Credit Agreement is further amended by deleting Section 5.04 in its entirety. 3 (h) Section 7.10 of the Credit Agreement is amended by: (i) deleting said Section 7.10 following the heading thereof in its entirety; and (ii) substituting in lieu thereof the following: "Either State Street Bank, CTC, BBH&Co or an entity referred to in Section 14.02(b) hereof serves as the Custodian for the Borrower." (i) Section 9.01(b) of the Credit Agreement is amended by: (i) deleting said Section 9.01(b) in its entirety; and (ii) substituting in lieu thereof the following: "(b) The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed the percentage of such Borrower's Net Assets set forth opposite such Borrower's name under the heading "Advance Rate" on SCHEDULE 1 attached hereto. The advance rates so established with respect to each Borrower may not be increased without the prior written consent of the Banks. The lesser of the amounts determined with respect to the Borrower pursuant to paragraphs (a) or (b) of this Section 9.01 is sometimes referred to herein as the Borrower's "Borrowing Base."" (j) Section 14.02(b) of the Credit Agreement is hereby amended by: (i) deleting the first two lines of said Section 14.02(b) on their entirety; and (ii) substituting in lieu thereof the following: "A change by such Borrower which results in State Street Bank, CTC or BBH&Co, as applicable, not being retained as Custodian, unless (i) the new...." (k) Section 15.02(a) of the Credit Agreement is hereby amended by: (i) adding the following new clause (vii) immediately after clause (vi) of said Section 15.02(a); and (ii) re-designating the remaining clause of said Section 15.02(a) accordingly: "(vii) no increase in the advance rates for any Borrower shall be effected hereunder;" (l) The Credit Agreement is further amended by: (i) deleting all references in the Credit Agreement, including, without limitation, Sections 2.02(a), 2.02(b), 4.02(a), 4.02(f), 4.09, 10.01, 14.02 and 15.02(a) thereof, to "Facility Fee" and "Facility Fees"; and (ii) substituting in lieu thereof "Commitment Fee" and "Commitment Fees", as appropriate. (m) SCHEDULE 1 to the Credit Agreement is hereby amended to, among other things, include the Additional Borrowers as Borrowers under the Credit Agreement by: (i) deleting said SCHEDULE 1 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 1 annexed hereto. (n) SCHEDULE 2 to the Credit Agreement is hereby ammended by: (i) deleting said SCHEDULE 2 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 2 annexed hereto. 4 (o) EXHIBITS A through H annexed to the Credit Agreement are hereby amended to, among other things, make certain changes therein consistent with the Credit Agreement, as amended by this Second Amendment, by: (i) deleting said EXHIBITS A through H in their entirety; and (ii) substituting in lieu thereof EXHIBITS A through H annexed hereto. SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the Agents to enter into this Second Amendment, each Borrower, severally and not jointly, makes the following representations and warranties, all of which shall survive the execution and delivery of this Second Amendment: (a) The Borrower has adequate power and authority to execute and deliver this Second Amendment and the other agreements, documents and instruments executed in connection herewith or contemplated hereby, and to perform its obligations hereunder and under the Credit Agreement as amended hereby. (b) The execution, delivery and performance of this Second Amendment and the other agreements, documents and instruments executed and delivered in connection herewith or contemplated hereby have been duly authorized by all necessary action on the part of the Borrower, will not result in a violation of or be in conflict with or constitute a default under any term of the Prospectus of the Borrower, or of its charter, articles of association, declaration of trust or by-laws, or of any investment, borrowing or other similar type of policy or restriction to which the Borrower is subject, or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower pursuant to any such term. (c) This Second Amendment effectively amends the Credit Agreement in accordance with the terms hereof. The obligations of the Borrower hereunder and under the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (d) All of the representations and warranties made by the Borrower in the Credit Agreement, including those in Article VII thereof, are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein, except that representations and warranties of financial statements or conditions as of an earlier date relate solely to such earlier date. (e) Upon the execution and delivery of this Second Amendment and the other agreements, documents and instruments executed in connection herewith or contemplated hereby, and the satisfaction of each of the conditions precedent set forth in Section 3 of this Second Amendment, no Default shall exist and be continuing. SECTION 3. CONDITIONS PRECEDENT. The agreements contained herein and the amendments contemplated hereby shall become effective on the date when all of the parties 5 hereto shall have executed a copy hereof and shall have delivered the same to the Banks and the Operations Agent, and when each of the following conditions shall have been fulfilled: (a) The Operations Agent shall have received from each Borrower, with sufficient copies for each Bank, copies of all resolutions of such Borrower's Board of Trustees or Board of Directors, as applicable, authorizing (i) its execution and delivery of this Second Amendment, and (ii) its performance of all of its agreements and obligations hereunder and under the Credit Agreement as amended hereby, certified by the Secretary or Assistant Secretary of the Borrower; (b) The Operations Agent shall have received (i) from each Existing Borrower certified copies of each amendment to its charter, articles of association, declaration of trust and bylaws, as applicable, effected from and after June 21, 2000, and (ii) from each Additional Borrower certified copies of its charter, articles of association, declaration of trust and bylaws, as applicable, including all amendments thereto, in each case with sufficient copies for each Bank; (c) The Operations Agent shall have received from each Borrower (with sufficient copies for each Bank) an incumbency certificate, dated the date hereof, signed by a duly authorized officer of such Borrower and giving the name and bearing a specimen signature of each individual who shall be authorized to (i) sign, in the name and on behalf of such Borrower, each of this Second Amendment and the other Loan Documents to which it is a party, and (ii) give notices and to take other action on behalf of such Borrower in connection with the transactions contemplated by this Second Amendment and the Credit Agreement, as amended hereby; (d) The Operations Agent shall have received for itself and each of the other Banks a duly completed and executed Federal Reserve Form F.R. U-1 from each Borrower; (e) The Banks and the Operations Agent shall have received from counsel to the Borrowers an opinion(s) addressed to the Banks and the Operations Agent, dated the date hereof, which opinion(s) shall be in form and substance satisfactory to the Banks and the Operations Agent. (f) The Operations Agent and the Banks shall be satisfied that there has been no material adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of any Borrower since the date of the latest financial statements delivered to the Operations Agent and the Banks pursuant to Section 7.02 or 8.01 of the Credit Agreement; (g) Without, in any way, limiting the scope of paragraph (f) above, the Operations Agent and the Banks shall be satisfied that there has been no material adverse change in any law, rule, regulation, decree or order of any governmental authority binding upon any Borrower or otherwise applicable to the Operations Agent, the Banks or any Borrower; (h) The Operations Agent shall have received from the Existing Borrowers, on behalf of and in trust for each Bank, all accrued and unpaid Facility Fees (as such term is defined in the Credit Agreement) and all principal and accrued and unpaid interest owing to each Bank under the Credit Agreement calculated as of the date of this Second Agreement; 6 (i) Each Borrower shall have performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by it on or prior to the date hereof, and the consummation of the transactions on the date hereof shall not result in a Default; (j) The Operations Agent shall have received the Operations Agent's Fee from the Borrowers as provided in Section 5.02 of the Credit Agreement; (k) The Administrative Agent shall have received the Arranging Fee from the Borrowers as provided in Section 5.03 of the Credit Agreement; (l) The Banks and the Operations Agent shall have received all other information and documents which any of them may reasonably have requested in connection with the transactions contemplated hereunder and under the Credit Agreement as amended hereby, such information and documents, where appropriate, to be certified by the proper officers of each Borrower or by governmental authorities. SECTION 4. RATIFICATION OF EXISTING AGREEMENTS, ETC. All obligations of each Borrower to the Banks and the Agents under or in respect of the Credit Agreement and the other Loan Documents, except as otherwise expressly modified or contemplated to be modified in this Second Amendment, are hereby ratified and confirmed in all respects, and as so ratified and confirmed constitute legal, valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms. By executing this Second Amendment, each Bank and the Agents (i) consent to the substitution of State Street Bank as Custodian for each Existing Borrower that is an open-end fund (other than Credit Suisse Warburg Pincus Long-Short Market Neutral Fund) as to which State Street Bank had not previously served as Custodian and (ii) waive any event of termination under Section 14.02 of the Credit Agreement that may have occurred and be continuing as a consequence of the aforenamed Borrowers' failure to timely notify the Operations Agent and each Bank of such substitution and to obtain a written acknowledgment from the Operations Agent that such substitution would not constitute an event of termination under said Section 14.02. Furthermore, by executing this Second Amendment, each Borrower, the Banks and the Agents agree to waive the notice requirement of Section 14.01 of the Credit Agreement, and agree to the renewal of the Commitments as amended hereby for a new 364-day period ending June 19, 2002, which shall be an "Expiration Date" as defined in Section 14.01 of the Credit Agreement, as amended hereby. Each Existing Borrower, the Banks and the Agents further agree that each Loan outstanding to a Borrower under the Credit Agreement as of the date hereof shall be deemed to be a Loan outstanding to such Borrower under the Credit Agreement as amended by this Second Amendment. Furthermore, by its execution of this Second Amendment each Additional Borrower agrees to be bound by the terms and conditions of the Credit Agreement, as amended hereby, in all respects as a Borrower thereunder and hereby assumes all of the obligations of a Borrower thereunder. 7 SECTION 5. MISCELLANEOUS. (a) This Second Amendment may be executed on separate counterparts by the parties hereto, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. (b) This Second Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York (without giving effect to the conflict of laws principles thereof). (c) The headings of the several sections of this Second Amendment are inserted for convenience only and shall not in any way effect the meaning or construction of any provision of this Second Amendment. (d) This Second Amendment and each of the other agreements, documents and instruments executed and delivered in connection herewith or contemplated hereby constitute Loan Documents under and as defined in the Credit Agreement. SECTION 6. LIMITATION OF LIABILITY. Notice is hereby given that this Second Amendment has been executed by an officer of each Borrower, in that capacity and not individually. The Banks acknowledge that the obligations of or arising out of this Second Amendment and the Credit Agreement, as amended hereby, are not binding upon any of the Borrowers' trustees, directors, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Borrowers. Notwithstanding any other provision of this Second Amendment, the Credit Agreement, as amended hereby, or any other Loan Document to the contrary, to the extent that this Second Amendment is executed by an Investment Company on behalf of one or more Portfolios of such Investment Company, as a Borrower(s) hereunder, the Banks further acknowledge that the obligations of or arising out of this Second Amendment and the Credit Agreement, as amended hereby, are binding upon the assets and property of the Portfolio on whose behalf an Investment Company has executed this instrument and that, with respect to each such Portfolio, such obligations are several but not joint. Without limiting the foregoing, the obligations of the Borrowers are several, not joint. This Second Amendment shall be deemed to constitute a separate agreement between each Borrower and the other parties hereto (other than the other Borrowers) as if such Borrower had executed a separate agreement naming only itself and the other parties hereto (other than the other Borrowers) as parties. No Borrower shall be liable for the obligations (whether for principal, interest, fees, expenses or otherwise) of any other Borrower hereunder. In the case of each Borrower that is an Investment Company organized as a Massachusetts business trust or Portfolio of such an Investment Company, the declarations of trust for each such trust refer to the trustees collectively as trustees and not as individuals personally, and the declarations of trust provide that no shareholder, trustee, officer, employee or agent of the trust shall be subject to claims against or obligations of the trust to any extent whatsoever, but that the trust estate only shall be liable. 8 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as a sealed instrument as of the day and year first above written. CREDIT SUISSE INSTITUTIONAL FUND, INC., A MARYLAND CORPORATION, on behalf of International Equity Portfolio, Small Company Growth Portfolio, Emerging Markets Portfolio, Value Portfolio, and Warburg Pincus Post- Venture Capital Portfolio CREDIT SUISSE WARBURG PINCUS CAPITAL FUNDS, A MASSACHUSETTS BUSINESS TRUST, on behalf of Credit Suisse Warburg Pincus Blue Chip Fund, Credit Suisse Warburg Pincus Small Company Value Fund, and Credit Suisse Warburg Pincus Value Fund CREDIT SUISSE WARBURG PINCUS TRUST, A MASSACHUSETTS BUSINESS TRUST, on behalf of International Equity Portfolio, Small Company Growth Portfolio, Emerging Markets Portfolio, Global Post-Venture Capital Portfolio, Value Portfolio, and Emerging Growth Portfolio CREDIT SUISSE WARBURG PINCUS OPPORTUNITY FUNDS, A DELAWARE BUSINESS TRUST, on behalf of Credit Suisse Warburg Pincus High Income Fund and Credit Suisse Warburg Pincus International Equity II Fund CREDIT SUISSE WARBURG PINCUS SELECT FUNDS, A DELAWARE BUSINESS TRUST, on behalf of Credit Suisse Warburg Pincus Technology Fund CREDIT SUISSE WARBURG PINCUS CAPITAL APPRECIATION FUND, A MASSACHUSETTS BUSINESS TRUST CREDIT SUISSE WARBURG PINCUS INTERNATIONAL EQUITY FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS JAPAN SMALL COMPANY FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS EMERGING GROWTH FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS INTERNATIONAL SMALL COMPANY FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS JAPAN GROWTH FUND INC., A MARYLAND CORPORATION 9 CREDIT SUISSE WARBURG PINCUS EMERGING MARKETS FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS SMALL COMPANY GROWTH FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL HEALTH SCIENCES FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL FIXED INCOME FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS BALANCED FUND, INC., MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS NEW YORK INTERMEDIATE MUNICIPAL FUND, A MASSACHUSETTS BUSINESS TRUST CREDIT SUISSE INSTITUTIONAL INTERNATIONAL GROWTH FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS MUNICIPAL BOND FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS MAJOR FOREIGN MARKETS FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL POST- VENTURE CAPITAL FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS FIXED INCOME FUND, A MASSACHUSETTS BUSINESS TRUST CREDIT SUISSE WARBURG PINCUS INTERMEDIATE MATURITY GOVERNMENT FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS VALUE II FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE INSTITUTIONAL HIGH YIELD FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS EUROPEAN EQUITY FUND, INC., A MARYLAND CORPORATION 10 CREDIT SUISSE INSTITUTIONAL U.S. CORE FIXED INCOME FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS LONG-SHORT MARKET NEUTRAL FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS AGGRESSIVE GROWTH FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS FOCUS FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE INSTITUTIONAL U.S. CORE EQUITY FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL FINANCIAL SERVICES FUND, INC., A MARYLAND CORPORATION CREDIT SUISSE WARBURG PINCUS GLOBAL NEW TECHNOLOGIES FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes -------------------------- Hal Liebes, Vice President of each of the aforenamed Investment Companies 11 THE BRAZILIAN EQUITY FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President THE FIRST ISRAEL FUND, INC., a MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President THE CHILE FUND, INC., a MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President THE LATIN AMERICA EQUITY FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President THE INDONESIA FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC., A MARYLAND CORPORATION By: /s/ Hal Liebes --------------------------------- Hal Liebes, Senior Vice President 12 DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and in its separate capacities as Administrative Agent and Documentation Agent By: /s/ Alan Krouk --------------------------------- Name: Alan Krouk ------------------------------- Title: Vice President ------------------------------ By: /s/ Nicolas Rueda --------------------------------- Name: NICOLAS RUEDA ------------------------------- Title: ASSOCIATE ------------------------------ STATE STREET BANK AND TRUST COMPANY, in its individual capacity and in its separate capacity as Operations Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ BNP PARIBAS, in its individual capacity and in its separate capacity as Syndication Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ DANSKE BANK A/S By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 13 DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and in its separate capacities as Administrative Agent and Documentation Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ STATE STREET BANK AND TRUST COMPANY, in its individual capacity and in its separate capacity as Operations Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ BNP PARIBAS, in its individual capacity and in its separate capacity as Syndication Agent By: /s/ Marguerite L. Lebon --------------------------------- Name: MARGUERITE L. LEBON ------------------------------- Title: ASSOCIATE ------------------------------ By: /s/ Laurent Vanderzyppe --------------------------------- Name: Laurent Vanderzyppe ------------------------------- Title: Vice President ------------------------------ DANSKE BANK A/S By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 13 DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and in its separate capacities as Administrative Agent and Documentation Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ STATE STREET BANK AND TRUST COMPANY, in its individual capacity and in its separate capacity as Operations Agent By: /s/ Steven G. Caron --------------------------------- Name: STEVEN G. CARON ------------------------------- Title: VICE PRESIDENT ------------------------------ BNP PARIBAS, in its individual capacity and in its separate capacity as Syndication Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ DANSKE BANK A/S By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 13 DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and in its separate capacities as Administrative Agent and Documentation Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ STATE STREET BANK AND TRUST COMPANY, in its individual capacity and in its separate capacity as Operations Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ BNP PARIBAS, in its individual capacity and in its separate capacity as Syndication Agent By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ DANSKE BANK A/S By: /s/ John A. O'Neill --------------------------------- Name: JOHN A. O'NEILL ------------------------------- Title: ASSISTANT GENERAL MANAGER ------------------------------ By: /s/ Petri Luukkanen --------------------------------- Name: PETRI LUUKKANEN ------------------------------- Title: ASSISTANT GENERAL MANAGER ------------------------------ 13 -----END PRIVACY-ENHANCED MESSAGE-----