-----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, OAjjeb7OIYN6XCwumORSbGSSzsA40Gc1366jEGoIrn6vrip6XZDxA8Zxu6QMnA8Z qYuRgBsSwZyAU7so0eovlg== 0001047469-03-006980.txt : 20030227 0001047469-03-006980.hdr.sgml : 20030227 20030227104243 ACCESSION NUMBER: 0001047469-03-006980 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030424 FILED AS OF DATE: 20030227 EFFECTIVENESS DATE: 20030227 FILER: 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06094 FILM NUMBER: 03582157 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 DEF 14A 1 a2104183zdef14a.txt DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a12 THE LATIN AMERICA EQUITY FUND, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE LATIN AMERICA EQUITY FUND, INC. 466 LEXINGTON AVENUE 16TH FLOOR NEW YORK, NEW YORK 10017 ------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 24, 2003 ----------------- TO THE SHAREHOLDERS OF THE LATIN AMERICA EQUITY FUND, INC.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting") of The Latin America Equity Fund, Inc. (the "Fund") will be held at the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New York, New York 10017, on Thursday, April 24, 2003 commencing at 3:30 p.m., New York time. The purpose of the Meeting is to consider and act upon the following proposal and to consider and act upon such other matters as may properly come before the meeting or any adjournments thereof: (1) To elect two (2) directors of the Fund. The close of business on February 24, 2003 has been fixed as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Meeting. This notice and related proxy material are first being mailed on or about March 3, 2003. By Order of the Board of Directors, /s/ MICHAEL A. PIGNATARO MICHAEL A. PIGNATARO SECRETARY WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. Dated: March 3, 2003 New York, New York THE LATIN AMERICA EQUITY FUND, INC. 466 LEXINGTON AVENUE 16TH FLOOR NEW YORK, NEW YORK 10017 ------------------- PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 24, 2003 ----------------- This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors (the "Board") of The Latin America Equity Fund, Inc. (the "Fund") for use at the Annual Meeting of Shareholders to be held at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor, New York, New York 10017 on Thursday, April 24, 2003 (commencing at 3:30 p.m., New York time) and at any adjournments thereof (collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy") accompany this Proxy Statement. Proxy solicitations will be made primarily by mail, but solicitations may also be made by telephone, telegraph or personal interviews conducted by officers or employees of the Fund, CSAM, the investment adviser to the Fund, Bear Stearns Funds Management Inc., the administrator of the Fund (the "Administrator"), or Georgeson Shareholder Communications Inc. ("Georgeson"), a proxy solicitation firm that has been retained by the Fund and which will receive a fee not to exceed $5,000 and will be reimbursed for its reasonable expenses. All costs of solicitation, including (a) printing and mailing of this Proxy Statement and accompanying material, (b) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of the Fund's shares, (c) payment of Georgeson for its services in soliciting Proxies and (d) supplementary solicitations to submit Proxies, will be borne by the Fund. This Proxy Statement is expected to be mailed to shareholders on or about March 3, 2003. The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor, New York, New York 10017. The Administrator has its principal executive office at 383 Madison Avenue, 23rd Floor, New York, New York 10179. CELFIN CAPITAL Servicios Financieros S.A., located at Apoquindo 3721, Piso 19, Santiago, Chile, serves as investment sub-adviser to the Fund, with respect to Chilean investments. The Fund's Annual Report containing audited financial statements for the year ended December 31, 2002 accompanies this Proxy Statement. It is not to be regarded as proxy-soliciting material. If the enclosed Proxy is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked on the Proxy. If no instructions are marked on the Proxy, the Proxy will be voted "FOR" election of the Board's nominees for director and in accordance with the judgment of the persons named in the proxy on any other matters that may properly come before the Meeting and that are deemed appropriate. Any shareholder giving a Proxy has the right to attend the Meeting to vote his or her shares in person (thereby revoking any prior Proxy) and also the right to revoke the Proxy at any time by written notice received by the Fund prior to the time it is voted. 1 A quorum of shareholders is constituted by the presence in person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote at the Meeting. In the event that a quorum is not present at the Meeting, the holders of a majority of the shares present in person or by proxy will have the power to adjourn the Meeting, without notice other than an announcement at the Meeting, until the requisite number of shares entitled to vote at the Meeting is present. In the event that a quorum is present at the Meeting but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of Proxies. Any such adjournment will require the affirmative vote of a majority of the Fund's shares represented at the Meeting in person or by proxy and the persons named as proxies will vote those Proxies that they are entitled to vote "FOR" or "AGAINST" any such proposal in their discretion. Absent the establishment of a subsequent record date and the giving of notice to the holders of record thereon, the adjourned Meeting must take place not more than 120 days after the record date. At such adjourned Meeting, any business may be transacted which might have been transacted at the original Meeting. If a quorum is present, a shareholder vote may be taken on one or more of the proposals in the Proxy Statement prior to any adjournment if sufficient votes have been received and it is otherwise appropriate. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. Approval of Proposal 1 will require the affirmative vote of a plurality of the votes cast at the Meeting in person or by proxy. Because abstentions and broker non-votes are not treated as shares voted, any abstentions and broker non-votes would have no impact on Proposal 1. The Fund has one class of shares of capital stock, par value $0.001 per share (the "Shares"). On the record date, February 24, 2003, there were 6,322,240 Shares outstanding. Each Share is entitled to one vote at the Meeting, and fractional Shares are entitled to proportionate shares of one vote. In order that your Shares may be represented at the Meeting, you are requested to: --indicate your instructions on the Proxy; --date and sign the Proxy; --mail the Proxy promptly in the enclosed envelope; --allow sufficient time for the Proxy to be received and processed on or before 3:30 p.m. on April 24, 2003. PROPOSAL 1: ELECTION OF DIRECTORS The only proposal to be submitted at the Meeting will be the election of two (2) directors of the Fund, each to hold office for the term set forth below and until his successor is elected and qualified. The Board is divided into three classes, each class having a term of no more than three years. Each year the term of office of one class expires and the successor or successors elected to such class will serve for a three-year term. Enrique R. Arzac and George W. Landau, directors whose current terms expire on the date of this Meeting, have been nominated for a three-year term to expire at the 2006 Annual Meeting of Shareholders. Messrs. Arzac and Landau currently serve as directors of the Fund. Each nominee has indicated an intention to continue to serve if elected and has consented to being named in this Proxy Statement. 2 The following tables set forth certain information regarding the nominees for election to the Board, directors whose terms of office continue beyond the Meeting, and the officers of the Fund. The current terms of office of the Fund's officers will end at the Board of Directors' meeting next following the Meeting.
NUMBER OF PORTFOLIOS IN FUND POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY NAME, ADDRESS AND AGE FUND TIME SERVED PAST FIVE YEARS DIRECTOR - ----------------------------------- ------------ -------------------------------- -------------------- ----------------- INDEPENDENT DIRECTORS: Enrique R. Arzac .................. Director Since 1996; current term ends at Professor of Finance 8 Credit Suisse Asset the 2003 annual meeting and Economics, Management, LLC Graduate School of 466 Lexington Avenue Business, Columbia New York, New York University since 10017-3140 1971 Age: 61 James J. Cattano .................. Director Since 1990; current term ends at President, Primary 4 c/o Primary Resources, Inc. the 2005 annual meeting Resources Inc. (an 55 Old Field Point Road international Greenwich, Connecticut trading and manu- 06830 facturing company Age: 59 specializing in the sale of agricultural commodities throughout Latin American markets) since October 1996 George W. Landau .................. Director Since 1990; current term ends at Senior Advisor, 5 Two Grove Isle Drive the 2003 annual meeting Latin America, The Coconut Grove, Florida Coca-Cola Company 33133 since 1988 Age: 83 Riordan Roett ..................... Director Since 1999; current term ends at Sarita and Don 1 The Johns Hopkins University the 2005 annual meeting Johnston Professor 1740 Massachusetts Avenue, N.W. of Political Sci- Washington, District of Columbia ence, The Johns 20036 Hopkins University Age: 64 since 1973 Martin M. Torino .................. Director Since 1990; current term ends at Chief Executive 3 Credit Suisse Asset Management, the 2004 annual meeting Officer and Director LLC of Celsur Logistica 466 Lexington Avenue S.A. (Logistics) New York, New York 10017-3140 since 2002; Chairman Age: 53 of the Board of Ingenio y Refineria San Martin Del Tabacal S.A. (a sugar refinery) from August 1996 to 2000 OTHER DIRECTORSHIPS NAME, ADDRESS AND AGE HELD BY DIRECTOR - ----------------------------------- ----------------- INDEPENDENT DIRECTORS: Enrique R. Arzac .................. Director of The Credit Suisse Asset Adams Express Management, LLC Company (a 466 Lexington Avenue closed-end New York, New York investment com- 10017-3140 pany); Director Age: 61 of Petroleum and Resources Cor- poration (a closed-end investment company) James J. Cattano .................. None c/o Primary Resources, Inc. 55 Old Field Point Road Greenwich, Connecticut 06830 Age: 59 George W. Landau .................. Director of Two Grove Isle Drive Emigrant Sav- Coconut Grove, Florida ings Bank, 33133 Director of GAM Age: 83 Funds, Inc. Riordan Roett ..................... Director of The Johns Hopkins University eleven invest- 1740 Massachusetts Avenue, N.W. ment companies Washington, District of Columbia advised by Smith 20036 Barney Asset Man- Age: 64 agement Martin M. Torino .................. None Credit Suisse Asset Management, LLC 466 Lexington Avenue New York, New York 10017-3140 Age: 53
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NUMBER OF PORTFOLIOS IN FUND POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY NAME, ADDRESS AND AGE FUND TIME SERVED PAST FIVE YEARS DIRECTOR - ----------------------------------- ------------ -------------------------------- -------------------- ----------------- INTERESTED DIRECTOR: William W. Priest, Jr.* ........... Director Since 1997; current term ends at Co-Managing Partner, 59 Steinberg Priest & Sloane Capital the 2004 annual meeting Steinberg Priest & Management Sloane Capital 12 East 49th Street Management since 12th Floor March 2001; Chairman New York, New York and Managing 10017 Director of CSAM Age: 61 from 2000 to Feb- ruary 2001, Chief Executive Officer and Managing Director of CSAM from 1990 to 2000 OTHER DIRECTORSHIPS NAME, ADDRESS AND AGE HELD BY DIRECTOR - ----------------------------------- ----------------- INTERESTED DIRECTOR: William W. Priest, Jr.* ........... None Steinberg Priest & Sloane Capital Management 12 East 49th Street 12th Floor New York, New York 10017 Age: 61
PRINCIPAL POSITION(S) HELD LENGTH OF OCCUPATION(S) DURING NAME, ADDRESS AND AGE WITH FUND TIME SERVED PAST FIVE YEARS - ----------------------------------- ---------------- -------------------------------- -------------------- OFFICERS: Laurence R. Smith ................. Chairman of the Since 2002 Managing Director Credit Suisse Asset Management, Fund, Chief and Global Chief LLC Executive Investment Officer 466 Lexington Avenue Officer and of CSAM; Associated New York, New York 10017-3140 President with JP Morgan Age: 44 Investment Management from 1981 to 1999; Officer of other Credit Suisse Funds Hal Liebes, Esq. .................. Senior Vice Since 1997 Managing Director Credit Suisse Asset Management, President and Global General LLC Counsel of CSAM; 466 Lexington Avenue Associated with New York, New York 10017-3140 Lehman Brothers, Age: 38 Inc. from 1996 to 1997; Associated with CSAM from 1995 to 1996; Associated with CS First Boston Investment Management from 1994 to 1995; Associated with Division of Enforcement, U.S. Securities and Exchange Commission from 1991 to 1994; Officer of other Credit Suisse Funds Emily Alejos ...................... Chief Invest- Since 1999 Director of CSAM Credit Suisse Asset Management, ment Officer since 1999; Vice LLC President of CSAM 466 Lexington Avenue from 1997 to January New York, New York 1999 10017-3140 Age: 39 Yaroslaw Aranowicz ................ Investment Since 2000 Vice President of Credit Suisse Asset Management, Officer CSAM since 1998; LLC Director of Research 466 Lexington Avenue for Europe and the New York, New York Middle East, Trans- 10017-3140 National Research Age: 39 Corporation from 1995 to March 1998
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PRINCIPAL POSITION(S) HELD LENGTH OF OCCUPATION(S) DURING NAME, ADDRESS AND AGE WITH FUND TIME SERVED PAST FIVE YEARS - ----------------------------------- ---------------- -------------------------------- -------------------- Michael A. Pignataro .............. Chief Finan- Since 1993 Director and Credit Suisse Asset Management, cial Officer and Director of Fund LLC Secretary Administration of 466 Lexington Avenue CSAM; Associated New York, New York with CSAM since 10017-3140 1984; Officer of Age: 43 other Credit Suisse Funds Rocco A. Del Guercio .............. Vice President Since 1997 Vice President and Credit Suisse Asset Management, Administrative LLC Officer of CSAM; 466 Lexington Avenue Associated with CSAM New York, New York since June 1996; 10017-3140 Assistant Treasurer, Age: 39 Bankers Trust Co. - Fund Administration from March 1994 to June 1996; Mutual Fund Accounting Supervisor, Dreyfus Corporation from April 1997 to March 1994; Officer of other Credit Suisse Funds Robert M. Rizza ................... Treasurer Since 1999 Assistant Vice Credit Suisse Asset Management, President of CSAM LLC since January 2001; 466 Lexington Avenue Administrative New York, New York Officer of CSAM from 10017-3140 March 1998 to Age: 37 December 2000; Assistant Treasurer of Bankers Trust Co. from April 1994 to March 1998; Officer of other Credit Suisse Funds
- ---------------- * Mr. Priest is an interested person of the Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), because he provided consulting services to CSAM within the last two years. Set forth in the table below is the dollar range of equity securities in the Fund and the aggregate dollar range of equity securities in the CSAM Family of Closed-End Investment Companies (as defined below) beneficially owned by each director.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY DIRECTOR IN CSAM FAMILY OF DOLLAR RANGE OF EQUITY SECURITIES CLOSED-END INVESTMENT NAME OF DIRECTOR IN THE FUND*(1)(2) COMPANIES*(1)(3) - ---------------- ------------------ ---------------- INDEPENDENT DIRECTORS: Enrique R. Arzac ............. C E James J. Cattano ............. C C George W. Landau ............. C D Riordan Roett ................ B B Martin M. Torino ............. B B INTERESTED DIRECTOR: William W. Priest, Jr. ....... A A
- ---------------- * Key to Dollar Ranges: A. None B. $1 -- $10,000 C. $10,001 -- $50,000 D. $50,001 -- $100,000 E. over $100,000 (1) This information has been furnished by each director as of December 31, 2002. "Beneficial Ownership" is determined in accordance with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 5 (2) The Fund's directors and officers, in the aggregate, own less than 1% of the Fund's outstanding equity securities. (3) "CSAM Family of Closed-End Investment Companies" means those registered closed-end investment companies that share CSAM as the investment adviser and that hold themselves out to investors as related companies for purposes of investment and investor services. As of December 31, 2002, none of the independent nominees for election to the Board of the Fund, the independent directors or their immediate family members owned beneficially or of record any class of securities in CSAM or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with CSAM. During the fiscal year ended December 31, 2002, each director who was not a director, officer, partner, co-partner or employee of CSAM, the Administrator or any affiliate thereof, received an annual fee of $5,000 and $500 for each meeting of the Board attended by him and was reimbursed for expenses incurred in connection with his attendance at the Fund's Board meetings. The total remuneration paid or accrued by the Fund during the fiscal year ended December 31, 2002 to all such unaffiliated directors was $40,000. Each director entitled to a fee from the Fund receives fifty percent of his annual fee in the form of Fund shares purchased by the Fund's transfer agent in the open market on his behalf. During the fiscal year ended December 31, 2002, the Board convened 6 times. Each director attended at least seventy-five percent of the aggregate number of meetings of the Board and any committees on which he served during the period for which he was a director. Messrs. Arzac, Cattano, Landau, Roett and Torino constitute the Fund's Audit Committee, which is composed of directors who are not interested persons of the Fund and who are independent (as such term is defined by the New York Stock Exchange's listing standards). The Audit Committee convened twice during the fiscal year ended December 31, 2002. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund. The directors constituting the Fund's Audit Committee also constitute the Fund's Nominating Committee, which is composed of directors who are not interested persons of the Fund. The Nominating Committee did not meet during the fiscal year ended December 31, 2002. The Nominating Committee selects and nominates new independent directors. The Nominating Committee will consider nominees recommended by shareholders should a vacancy arise. Recommendations should be submitted to the Nominating Committee in care of the Secretary of the Fund. The Fund does not have a compensation committee. AUDIT COMMITTEE REPORT Pursuant to the Audit Committee Charter adopted by the Board, the Audit Committee is responsible for conferring with the Fund's independent accountants, reviewing annual financial statements and recommending the selection of the Fund's independent accountants. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund. The independent accountants are responsible for planning and carrying out the proper audits and reviews of the Fund's financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee has met with the Fund's management to discuss, among other things, the Fund's audited financial statements for the fiscal year ended December 31, 2002. The Audit Committee has also met with the Fund's independent accountants, PricewaterhouseCoopers LLP ("PwC"), and discussed with them certain matters required by Statement of Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or supplemented, including, but not limited to, the scope of 6 the Fund's audit, the Fund's financial statements and the Fund's accounting controls. The Audit Committee has received the written disclosures and the letter from PwC required by the SEC's independence rules delineating relationships between the independent accountants and the Fund and the impact that any such relationships may have on the objectivity and independence of the independent accountants. The Audit Committee has discussed with PwC their independence and has considered whether the provision of services by PwC to the Fund and to CSAM, as more fully described below, was compatible with maintaining PwC's independence. The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent accountants. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of the Fund's financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles. Based upon these reviews and discussions, the Audit Committee recommended to the Board that the Fund's audited financial statements be included in the Fund's 2002 Annual Report to Shareholders for the year ended December 31, 2002 and be mailed to shareholders and filed with the SEC. SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS Enrique R. Arzac James J. Cattano George W. Landau Riordan Roett Martin M. Torino INDEPENDENT ACCOUNTANTS At a meeting held on February 14, 2003, the Board, including the independent directors, approved the selection of PwC for the fiscal year ending December 31, 2003. PwC has been the Fund's independent accountants since the Fund commenced operations, and has informed the Fund that it has no material direct or indirect financial interest in the Fund. A representative of PwC will be available by telephone at the Meeting and will have the opportunity to make a statement if the representative so desires and will be available to respond to appropriate questions. 7 The following table shows the aggregate fees PwC billed to the Fund, to CSAM and to any entity controlling, controlled by or under common control with CSAM that provides services to the Fund for their professional services rendered for the fiscal year ended December 31, 2002.
CSAM AND FUND CERTAIN AFFILIATES ----------- ------------------ Audit Fees $49,900 $ 0 Financial Information Systems Design and Implementation Fees 0 0 All Other Fees 8,200* 738,000**
- ---------------- * Fees relate to tax services in connection with review of excise tax calculations and review and signing of applicable tax returns. ** Fees are comprised of: (1) $312,000 in connection with expatirate tax consulting services, (2) $176,000 in connection with other tax related services and (3) $250,000 in connection with financial statement audits. COMPENSATION The following table shows certain compensation information for the Directors for the fiscal year ended December 31, 2002. All officers of the Fund are employees of and are compensated by CSAM. None of the Fund's executive officers or Directors who are also officers or directors of CSAM received any compensation from the Fund for such period. The Fund has no bonus, profit sharing, pension or retirement plans.
AGGREGATE TOTAL COMPENSATION FROM FUND COMPENSATION AND FUND COMPLEX PAID TO NAME OF DIRECTOR FROM FUND DIRECTORS* - ---------------- ------------ ---------------------------- NON-INTERESTED DIRECTORS Enrique R. Arzac ............. $8,000 $83,500 James J. Cattano ............. 8,000 35,500 George W. Laudau ............. 8,000 43,000 Riordan Roett ................ 8,000 8,000 Martin M. Torino ............. 8,000 24,500 INTERESTED DIRECTORS James P. McCaughan** ......... 0 0 William W. Priest, Jr. ....... 0 0 Richard W. Watt*** ........... 0 0
- ---------------- * 60 funds comprise the Fund Complex. See the "Directors" table for the number of funds each Director serves. ** Effective February 22, 2002, Mr. McCaughan resigned as a Director. *** Effective January 17, 2003, Mr. Watt resigned as a Director. THE FUND'S BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE FUND'S NOMINEES FOR DIRECTOR. 8 ADDITIONAL INFORMATION BENEFICIAL OWNERS The following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of the Shares of the Fund because they possessed or shared voting or investment power with respect to the Shares:
NUMBER OF SHARES PERCENT NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES - ---------------- ------------------ ------------ President and Fellows of Harvard College* .................. 1,266,356 17.0% c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, MA 02210
- -------------- * As stated in Schedule 13G filed with the SEC on February 12, 2003. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the Fund's officers and directors, certain officers and directors of the investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Fund's Shares to file reports of ownership with the SEC and the Fund. Based solely upon their review of the copies of such forms received by it and written representations from such persons, the Fund believes that, for the fiscal year ended December 31, 2002, all filing requirements applicable to such persons were complied with. SHAREHOLDER PROPOSALS Notice is hereby given that for a shareholder proposal to be considered for inclusion in the Fund's proxy material relating to its 2004 annual meeting of shareholders, the shareholder proposal must be received by the Fund no later than November 5, 2003. The shareholder proposal, including any accompanying supporting statement, may not exceed 500 words. A shareholder desiring to submit a proposal must be a record or beneficial owner of Shares with a market value of $2,000 and must have held such Shares for at least one year. Further, the shareholder must continue to hold such Shares through the date on which the meeting is held. Documentary support regarding the foregoing must be provided along with the proposal. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a proposal is referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of a proposal does not guarantee its inclusion in the Fund's proxy materials. Pursuant to the By-laws of the Fund, at any annual meeting of the shareholders, only such business will be conducted as has been properly brought before the annual meeting. To be properly brought before the annual meeting, the business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, or (iii) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before the annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Fund. To be timely, any such notice must be delivered to or mailed and received at The Latin America Equity Fund, Inc. c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, NY 10017 not later than 45 days before the date in the then current year corresponding to the date on which the Fund first mailed its notice and 9 proxy materials for the annual meeting held in the prior year; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, notice by such shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice or public announcement of the date of such meeting was given or made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Any such notice by a shareholder shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Fund's books, of the shareholder proposing such business, (iii) the class and number of shares of the capital stock of the Fund which are beneficially owned by the shareholder, (iv) a representation that the shareholder is a holder of record of shares of the Fund entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such business, (v) whether the shareholder intends or is part of a group which intends to solicit proxies from other shareholders in support of such business and (vi) any material interest of the shareholder in such business. The Fund may exercise discretionary voting authority with respect to any shareholder proposals for the 2004 annual meeting of shareholders not included in the proxy statement and form of proxy which are not submitted to the Fund within the time-frame indicated above. Even if timely notice is received, the Fund may exercise discretionary voting authority in certain other circumstances. Discretionary voting authority is the ability to vote proxies that shareholders have executed and returned to the Fund on matters not specifically reflected on the form of proxy. SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. OTHER BUSINESS Management knows of no business to be presented at the Meeting, other than the matters set forth in this Proxy Statement, but should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their best judgment in the interests of the Fund. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY WRITING TO THE LATIN AMERICA EQUITY FUND, INC. C/O CREDIT SUISSE ASSET MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10017, OR AT THE FUND'S WEBSITE AT WWW.CEFSOURCE.COM. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT 10 THE LATIN AMERICA EQUITY FUND, INC. --------------------------------------------------------------- APRIL 24, 2003 3019-PS-03 [PROXY CARD] THE LATIN AMERICA EQUITY FUND, INC. 466 Lexington Avenue 16th Floor New York, New York 10017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I hereby appoint Michael A. Pignataro and Hal Liebes, each with the power of substitution, as proxies for the undersigned to vote the shares of The Latin America Equity Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse side, at the Annual Meeting of Shareholders of the Fund (the "Meeting") to be held on Thursday, April 24, 2003, at 2:30 p.m., Eastern time, at the offices of the Fund, 466 Lexington Avenue, 16th Floor, New York, New York 10017, and any adjournments thereof. [REVERSE SIDE] /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1. THIS PROXY WHEN 1) Election of the following nominees as Directors: PROPERLY EXECUTED Nominee: (01) Enrique R. Arzac (three-year term) WILL BE VOTED IN THE (02) George W. Laudau (three-year term) MANNER DIRECTED HEREIN BY THE / / FOR the nominees listed above (except as UNDERSIGNED marked to the contrary above) SHAREHOLDER. IF NO DIRECTION IS MADE, / / WITHHOLD AUTHORITY to vote for the nominees THIS PROXY WILL BE listed above VOTED "FOR" PROPOSAL 1. (INSTRUCTION: To withhold authority for any individual nominee, strike a line through such individual's name above.) 2) To transact such other business as may properly come before the Meeting or any adjournment thereof. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / Please sign exactly as name appears at left. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature: ___________________ Date: ________ Signature: ___________________ Date: ________ DETACH CARD -----END PRIVACY-ENHANCED MESSAGE-----