Common use of BACKGROUND TO THE OFFER Clause in Contracts

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.

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 marketsmarkets of emerging countries. In CSAM's view, many attractive equity investment opportunities in Latin America emerging countries 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.